Tom Noonan is a tall, somewhat intimidating figure often cast as the villain in big-budget films like Last Action Hero or Manhunter. But in 1994, he wrote, directed, and starred in something so profoundly awkward and human that it basically redefined what a "date movie" could be. That movie is What Happened Was..., and if you haven't seen it, you’re missing out on one of the most agonizingly relatable depictions of urban loneliness ever put to film. It won the Grand Jury Prize at Sundance for a reason.
It’s just two people. One apartment. A very tense dinner.
The Setup of What Happened Was...
Most movies try to hide their theatrical roots, but this one leans right into them. It was originally a play, and it feels like one. We meet Michael and Jackie. They work together at a law firm—he’s an executive, she’s a paralegal—and they’re having their first date at her place.
The air is thick. You know that feeling when you're trying so hard to be the "best version" of yourself that you end up sounding like a total alien? That is the entire first hour of this film. Michael is pretentious. He talks about his "novel" and his high-brow interests with a level of condescension that makes you want to crawl under the couch. Jackie is equally desperate to impress, but she’s more vulnerable, hiding behind a series of small lies and social performances.
It’s a horror movie for people who hate small talk.
The brilliance of What Happened Was... lies in the pacing. Noonan doesn't rush. He lets the silences linger just a second too long. You see the clock ticking. You see the half-eaten food. It captures that specific 90s New York vibe—pre-cell phone, pre-dating apps—where if a date was going south, you were just stuck there until someone had the guts to leave.
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Why the Performances Matter
Karen Sillas is incredible as Jackie. She plays the role with a mix of hope and mounting dread. There’s a scene where she reads a story she wrote—a dark, bizarre children's tale—and the way her face shifts as she gauges Michael’s reaction is a masterclass in acting. You can see her soul being laid bare, and you’re terrified Michael is going to crush it.
Noonan, playing Michael, is a fascinating study in insecurity masked by ego. He uses his height and his deep voice to dominate the space, but as the night goes on, the mask slips. We realize he’s just as terrified of being "found out" as she is. He’s not a high-powered intellectual; he’s a lonely guy who spent way too much time practicing his anecdotes in the mirror.
A Look at the 2021 Restoration
For a long time, this movie was hard to find. It lingered on old DVDs and VHS tapes, a cult secret shared by cinephiles. Then, Oscilloscope Laboratories stepped in.
They did a 4K restoration in 2021, supervised by Noonan himself. Seeing it with that level of clarity changes the experience. The apartment—Jackie’s apartment—becomes a character. The lighting is warm but claustrophobic. You notice the clutter, the specific 1990s decor, and the way the shadows stretch across the room as the night gets later and the conversation gets weirder.
The restoration brought the film back into the cultural conversation. Critics started comparing it to modern "cringe comedy," but that’s not quite right. Cringe comedy usually wants you to laugh at the characters. Noonan wants you to ache for them. He wants you to remember the last time you said something stupid just to fill the silence.
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Honestly, it’s a miracle it got made at all. Noonan funded it largely himself. He shot it in about 11 days. That kind of DIY spirit is what the 90s indie boom was all about, but while other directors were trying to be the next Tarantino, Noonan was busy filming a guy struggling to eat a piece of meat while talking about his fake literary career.
The Psychological Layer: Fear of Connection
What really happened in What Happened Was... isn't a plot twist. There’s no big reveal that one of them is a ghost or a serial killer, though Noonan’s presence might make you think that for the first ten minutes. The "twist" is simply the brutal honesty of the ending.
The film explores the "Performance of Self." We all have a curated version of ourselves we present to the world. Michael’s version is the "brilliant writer." Jackie’s is the "composed professional." When those performances fail—as they inevitably do over the course of a long, booze-fueled dinner—what’s left is messy.
It’s about the terrifying realization that to truly connect with someone, you have to stop being "impressive." And most people are too scared to do that.
Roger Ebert gave this movie four stars. He called it "a movie that takes place within the minds of its characters." That’s the perfect description. It’s a psychological chamber piece. If you’ve ever sat through a dinner where you felt like you were screaming internally while smiling externally, this movie will speak to you on a spiritual level.
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Critical Reception and Legacy
When it hit Sundance, it beat out some heavy hitters. It wasn't flashy. It didn't have a soundtrack full of grunge hits. It won because it felt true.
- Sundance 1994: Grand Jury Prize Winner.
- Independent Spirit Awards: Nominations for Best Features and Best Female Lead.
- Rotten Tomatoes: Currently sits at a staggering 90%+ among critics.
The movie influenced a generation of filmmakers who realized you didn't need a massive budget or multiple locations to tell a gripping story. You just needed two people and a script that understood the mechanics of human awkwardness. You can see its DNA in movies like Before Sunrise, though Noonan’s world is much bleaker and less romantic than Linklater’s.
How to Watch It Today
If you're looking to dive in, don't just find a grainy upload on a random site. The Oscilloscope 4K restoration is the way to go. It’s available on various streaming platforms like Criterion Channel or for digital purchase.
Watching it in high definition allows you to appreciate the sound design. The sound of a fork hitting a plate. The hum of the refrigerator. These mundane noises become deafening when the characters stop talking. It adds to the tension. It makes you feel like you're sitting on the floor in the corner of that apartment, eavesdropping on a disaster.
Actionable Takeaways for Cinephiles
If you want to get the most out of What Happened Was..., keep these points in mind:
- Watch for the power shifts. Notice who is "winning" the conversation at any given time. It changes constantly based on who is asking the questions and who is providing the answers.
- Pay attention to the "Story." When Jackie reads her story, "What Happened Was," it’s not just filler. It’s a metaphorical key to her character. Listen to the words she chooses.
- Compare it to modern dating. Despite being 30 years old, the core anxieties haven't changed. We just hide behind screens now instead of over-elaborate dinner parties.
- Check out Noonan's other work. If you like this, watch The Wife (1995). He explores similar themes of social discomfort and the cracks in domestic life.
The film is a reminder that the smallest stories are often the biggest. It doesn't need an explosion to be thrilling. A poorly timed comment about a book that doesn't exist is enough to make your heart race. That’s the power of great writing and the enduring legacy of this strange, beautiful, and deeply uncomfortable masterpiece.