I have no idea how Tom Noonan’s 1994 independent film “What Happened Was . . .” ended up in my queue. I could have sworn that it was a recent spotlight in the magazine’s Goings On About Town section, one of Richard Brody’s dispatches from the land of the overlooked and forgotten, but no such blurb exists. No matter. Somehow I found it, and of all the films I’ve watched during the second pandemic year, as “Is this really happening?” has transformed into “I guess this is normal now,” this one has stuck with me the most.
“What Happened Was . . .” took home the Grand Jury Prize when it premièred at Sundance, but disappeared soon after. “It was distributed by Goldwyn,” Noonan told me, during a recent phone conversation. “They didn’t know what they were doing.” The film was released on VHS in 1997, but never made it onto DVD (until recently), a fact that Noonan sees as a primary reason that it never reached a larger audience. Perhaps now that it has been rereleased in a new 4K restoration, and can be streamed online, “What Happened Was . . .” will garner the attention it deserves.
The film, which Noonan directed, edited, and scored, tells the story of a pair of co-workers, Michael (Noonan) and Jackie (Karen Sillas), as they inelegantly negotiate their way through a first date from hell. During a long, wordless prologue, we watch as Jackie prepares to host a dinner for two in her Manhattan loft. She sips anxiously from a glass of wine, tries on several outfits, and fusses with the lighting as she listens to ’Til Tuesday’s “Voices Carry” (with its lyric “I’m in the dark, I’d like to read his mind / But I’m frightened of the things I might find”). Before any dialogue is heard, we already know this woman. She’s a New York archetype: the single, overworked, underslept thirtysomething. Her searching gaze suggests a lack of confidence in herself and her place in the world.
Things begin to disintegrate the moment Michael arrives, and never quite recover. Rather than the charming gentleman caller we might expect, he’s a sad sack––a gawky, awkward, middle-aged paralegal who looks like someone who doesn’t get out much. Michael is the opposite of the ebullient, too eager-to-please Jackie. Though we learn that they’re pals at the office, in this context they’re each seized by excruciating self-consciousness, and the evening quickly devolves into a clunky ballet of uncomfortable pauses, forced small talk, and nervous laughter.
The plot is hardly unique, but the level of emotional honesty that Sillas and Noonan achieve is, and our attention soon shifts from what’s happening to how it happens. Every gesture, every facial expression seems calibrated to express the delicate jumble of their characters’ innermost thoughts and feelings. We wince when Michael, anything but suave, makes a graceless, ill-timed attempt at physical contact. When Jackie repeats a line that she’s already said, clueing us in on the fact that her patter has been rehearsed, we clock her desperation. Throughout, the spectre of failure hangs over the proceedings like an itchy blanket.
It’s funny, at first, in a dreadful kind of way. We’ve been in these situations––stuck in our heads, unable to stay present, vainly trying to calculate the correct sequence of words and behaviors that will bring about a desired outcome. But gradually, as the audience grasps just how high the stakes are for these people, how fragile and damaged they both are, they become stand-ins for anyone having a really rough time of it––which right now means most of us. The kind of failure the film investigates is not incidental, not the sort associated with losing a glove, or botching a recipe, or missing a train. It’s the existential, bottomless sense that our realities might be built on sand, that life wasn’t supposed to be like this––the irrational, all-consuming voice that makes us think, This is too hard; I can’t do it anymore; I give up. It’s why “What Happened Was . . .” feels right for this moment, and why watching it is so cathartic. We go from being reminded of what it is to be on a bad date to being reminded that we are not alone.
Formally, the film seems to ricochet backward and forward through cultural time, keeping company with the claustrophobia of Rainer Werner Fassbinder’s “The Bitter Tears of Petra von Kant’’ and the nebbishy New York neuroticism of “Annie Hall” and “My Dinner with Andre,” while also pointing toward latter-day examples of cringey urban dating on shows such as “Girls” and “High Maintenance.” It achieves a level of ineffable poignancy reminiscent of Richard Linklater’s “Before Sunrise,” released a year later, and in some ways feels like that film’s smarter ugly sibling––the one we foolishly ignored, only to have her dazzle us at a reunion years later with her late-blooming brilliance.
“What Happened Was . . .” had its first iteration as a play of the same name, and ran for five weeks in the East Village in a production that also featured Noonan and Sillas. Noonan told me that they rehearsed the play for ten hours a day prior to opening, for five and a half weeks, and then again for another six months after it closed, in preparation for the film. (“Karen would have done more than that,” he said. “She was as much a part of that movie’s success as I was.”) Sillas recalled, over Zoom, that being able to live with the characters for this long may explain the depth and richness that they were able to bring to their performances in the movie, a rhythmic grace and level of nuance similar to two other plays filmed after long gestation periods: the André Gregory-Wallace Shawn collaborations “Vanya on 42nd Street” (directed by Louis Malle) and “A Master Builder” (directed by Jonathan Demme). When I asked Sillas how it felt to have the level of vulnerability that she achieved with Jackie captured for posterity, she got weepy, and looked away. “I’m sorry,” she said. “I think of Jackie as an Everywoman, and, even after almost thirty years, that character still resonates with me. She’s just part of me.”
Noonan told me that he availed himself of some of the expressive options that cinema affords, but not in obvious ways. He didn’t try to “open up” the action. Once the encounter it depicts begins, everything happens in real time, in the apartment. At several points, the camera pans to the loft’s large, uncovered windows, offering glimpses of strangers in adjacent buildings—the implication being that the story we’re voyeuristically watching is just one of a multitude happening all the time.
Most of the other effects Noonan employs are so sneaky as to be barely perceptible. When the tone of the film pivots and shifts about halfway through, the hues of the characters’ clothes change. (Each of the actors had two sets of nearly identical costumes.) The yellow eyes of a “Cats” poster on the wall are red in the second half, and the colors of the walls themselves are different. (Noonan repainted them for the movie’s latter segment.) Two different kinds of film processing were used in postproduction for each of the two halves of the movie—one cool and sharp, the other saturated and fuzzy. By embedding these and other subliminal devices, Noonan manages to solve an essential problem of most filmed plays: the absence of the energy created when live performers and audience members inhabit a shared space. With his visual and audio cues acting as proxies, Noonan creates visceral shifts in our experience as viewers. Whereas most filmed plays labor to feel like movies, “What Happened Was . . .” accomplishes the rare feat of being a film that feels like a play.
In his recent book “In the Land of the Cyclops,” Karl Ove Knausgaard talks about the charged feelings that arise from looking at Cindy Sherman’s photographs. “It’s not the reality of the story that touches us,” he writes, “but the reality of the emotions it gives rise to.” This is true of “What Happened Was . . .” Wallace Shawn, who’s worked with Noonan on other projects, described this approach to me as “hyperrealism,” the same one that he and Gregory aim for in their productions. “It’s hard to achieve real intimacy in any medium,” Shawn told me. “Tom, André, and I are all trying to make the surface look like real life, even though, actually, the characters that you’re looking at, if you stop and think about it, may be doing things that very rarely occur in real life.”
Noonan told me that he’s written a sequel to “What Happened Was . . .” called, appropriately, “What Happened Next.” If he’s able to secure the requisite funding, he and Sillas will reprise their roles in a story set decades later. So far, he’s been unsuccessful. “The business has changed so much,” he told me. “It’s almost impossible to get this kind of movie made now. Making a good one is a process. It’s something that unfolds,” Noonan explained. “It comes out of the dark places inside you that then become illuminated, allowing parts of your conscious and unconscious mind to reconcile.” Noonan then paused to say that he needed to put the phone down for a minute, but that he would be right back. “Do you want to just call me when you’re ready to continue?” I asked. “No, no,” he insisted, “I’ll be right back. Just give me a minute.”
Ten minutes turned to fifteen, then twenty. I heard what sounded like shuffling and rustling on the other end of the line. “Tom, are you there?” I asked. At the half-hour mark, I wondered whether this might be a test of some kind. Was Noonan treating our interview the way he’d described his approach to making plays and films, opting for an unexpected choice just to see what would happen? He has a long-standing reputation as a downtown theatre guy, after all—was this its own sort of experimental performance piece? He’d already told me that he was really bad at promoting his work. Maybe this was his way of emphasizing that point.
I decided to wait it out. I put the phone on speaker and did other things. I read the paper. I paid some bills. I did the dishes. If Noonan has simply forgotten that I’m here, I thought, at some point he’s surely going to need his phone for something, and then we’ll just pick up where we left off.
Two hours after he told me he’d be right back, the call was still active. I tried one last time. “Tom?” I said, raising my voice in the silence. “Tom, are you there?” Finally, I gave up, and disconnected the call. I was disappointed, but reminded myself that this can be a tough time of year even under what we used to call ordinary circumstances. Stir in generous helpings of a resurgent pandemic, anti-vax conspiracy theorists, an escalating climate crisis, and a swath of Americans talking seriously about civil war, and it’s a wonder any of us are keeping it together. The idea that there’s no one willing to finance a follow-up to a film as brilliant as “What Happened Was . . .” might cause me to feel a little distracted, too.
Noonan e-mailed me a note the next day, making no mention of the dangling conversation. He told me that he’d enjoyed our talk, and looked forward to the next one. I suggested that we meet in person for a follow-up, and he said that he was game.
A few days later, he greeted me at his venue, the Paradise Factory theatre, on East Fourth Street (where “What Happened Was . . .” was first staged). As we talked in the empty black box, Noonan revealed more about himself. He’d grown up in Greenwich, Connecticut, (“I hated it,” he said) and studied at Yale, where he’d had a debilitating breakdown. Noonan lived in San Francisco, Oregon, Arizona, and on a commune with Kevin Rafferty in Boston before moving to Manhattan, in the late seventies, to pursue a music career. But he found himself getting work as an actor, appearing in productions such as the New York première of Sam Shepard’s “Buried Child,” at Theater for the New City, and in the film “Gloria,” by one of his heroes, John Cassavetes.
Noonan related funny anecdotes about his acting experiences in New York, such as the time he upended one audition that he got called in for by doing “really weird things, things you weren’t supposed to do,” as a means of distinguishing himself. During a performance of his play “Wifey,” which he also directed, Noonan appeared alongside Shawn. “Wally is a really great actor, but he started to veer into this schtick that he can do sometimes, and I got really mad and just started yelling at him in character: ‘What are you doing? What the fuck are you doing? We talked about this, remember? So are you going to stop doing it, or not?’ ”
Noonan’s most well-known film role may be his portrayal of the serial killer Francis Dolarhyde in Michael Mann’s “Manhunter,” released in 1986. By the time Noonan was regularly writing, directing, and performing his own work, in the early nineties, he thought he’d found a successful formula. “After ‘What Happened Was . . . ,’ I just figured, O.K., I’ll just use the money I make acting in movies to keep making these little films, year after year,” he said. “It just didn’t work out that way.”
Like Sillas, Noonan did not try to mask the myriad feelings provoked by our conversation. When I asked how he was handling the current state of affairs, he looked away. “I don’t think I’m doing very well,” he said quietly. “I used to be able to get up in the morning and just write and write, but lately I’ve just felt like . . .” He let his voice trail off. Like Michael in “What Happened Was . . . ,” it seemed as though he just wanted someone to tell him how to be, and what to do.
As I left the theatre, I was startled by a young man openly sobbing as he walked down the street, his face contorted and raised to the sky. On my subway ride home, the eyes of my fellow-passengers appeared to have the same frightened, hunted look. We may get through this precarious time yet, but for now one thing we can be grateful for is the gentle solace and solidarity offered by great art like “What Happened Was . . .” I want for the film the same thing that I want for its characters, for its unmade sequel, for Noonan, and for all of us: the opportunity for another chance.
An earlier version of this article misstated Goldwyn's history distributing independent films.
