Tom Noonan and Karen Silas in 1994's "What Happened Was..."

What Happened Was... March 10, 2022


Tom Noonan



Tom Noonan

Karen Silas







1 Hr., 30 Mins.


he first time we see Michael (Tom Noonan), a paralegal and writer, he’s arriving at his co-worker Jackie’s (Karen Sillas) apartment for a date. As he stands in the doorway, his face is uncannily shrouded by the flickering bulb in the hallway her landlord just won’t fix. The ominous light portends the faulty evening to come. Awkward silences abound. Attempts at humor are rarely received well. There’s a very painful, if

squirmily funny, moment near the end of the film where Michael reveals that he didn’t realize this was even a date. 


Still, the connection between this seemingly ill-matched duo seems to paradoxically weaken and grow stronger as the night progresses. Any potency in their chemistry — of which there wasn’t a lot to begin with — wanes. But Michael and Jackie only noticeably get more willing to reveal parts of themselves they’ve gotten used to hiding from the rest of the world. And even if their conversations jerkily stop and start, they’re able to mutually make clear just how lonely they are — a shared understanding that bonds them.

What Happened Was… — which Noonan also wrote, directed, edited, and composed after debuting the material on stage in 1992 — is an almost transcendentally uncomfortable movie, but in a way that signals its effectiveness rather than its lack of it. It’s a romantic film that subversively constructs closeness between its characters not through obvious chemistry and flirtation but instead a reciprocated, almost yanked-out vulnerability expunged sooner rather than later. This night is more painful than pleasurable; these people aren’t so much comfortable being open with each other as they are simply without anyone else to open up to. 

Where it all goes suggests this budding romance (though calling it that feels generous to the point of feeling almost false) could sprout despite its growing pains. Romantic movies often dwell on the euphoric happy days where one’s best self is revealed before the more unsightly layers start poking through. What Happened Was… is the outlier where all the ugliness is put out onto the table in less than two hours, where the likelihood of getting anywhere good rests on that immediate excavation. Both Michael and Jackie have for so long been stewing in their discontentment with no one around, really, to commiserate with, that it almost isn’t possible for them to go on a first date that can merely be pleasant, it seems. Noonan has the rhythms of clumsy conversation figured out. He has an even better grasp on the personal and professional frustrations that have turned his characters into wounds of people that with enough prodding could start gushing.

What Happened Was…’s unusual power didn’t go unnoticed when it was released in 1994. It won top Sundance honors, got Independent Spirit Award nominations, and placed on several critics’ Top 10 lists. Yet it’s become (not that surprisingly, given it’s a movie you don’t immediately think you’d like to revisit, ever) somewhat lost to time. It’s attracted new attention only recently thanks to a coveted streaming release on the Criterion Channel that’s started latter-day conversations along the lines of, did you know Tom Noonan, that guy always playing villains in movies, directed a really interesting relationship drama in the ‘90s?. This movie that hurts in a good way is worth seeking out. A