WHAT HAPPENED WAS… (1994)

A person’s home—where they live, eat, and dream—is kept behind locked doors for reasons more complex and diffuse than just ‘safety’. It isn’t only burglars we want to keep out. It’s people whom we know, or who know us. People who come too close to our inner sanctums and, by extension, our inner lives. It isn’t like a TV sitcom where faces pop in without warning, and it isn’t like a play, where a bisected version of our living room provides a stage that sits before a bored audience.

A home, which in the case of What Happened Was… is a New York City apartment belonging to the nerve-rattled Jackie (Karen Sillas), can be just an expanded version of a teenager’s bedroom. Jackie, preparing for a date to arrive, simmers with adolescent discomfort as she lights candles and turns on some moody alternative rock.

She plays the song “Voices Carry” by the New Wave group ‘Til Tuesday. The guitars chug, the drums hit hard, and the vocals are cool and distant. It’s the sort of song you’d play to someone to show them your cool music taste. Jackie can’t sit still. It’s as if she’s already observed, already judged. Her changing room is a bunch of throws, blankets, posters and lamps—evoking the self-conscious casualness of the set for MTV Unplugged. She pulls faces at the clothes she tries on, not wanting to stand too long in front of the mirror.

She’s anxious about letting someone—anyone—see all of this, and embarrassed to look at any of it for too long herself. The music is turned up louder, surely to drown out the inner voice that is always going, and to provide a quick spike of endorphins.

Even before music plays, there is constant noise. Traffic and helicopters, children playing and shouting—all heard but none seen. They are not individual sounds, rather they wrap around each other, bleeding into one dull orchestra where the parts are hard to distinguish, and the windows are not thick enough to keep out.

What we do see from Jackie’s windows are the adjacent apartment buildings, their own windows-like views into the dreams of strangers. The streets below are invisible but ever present, the electric source for the private fantasies above. Inside: radio adverts, answerphone messages and TV sets. We get the sense that someone like Jackie can never really be alone, yet she’s always lonely.

The pre-date edginess, the promise of the romantic and the fear of being witnessed, carries here an element of psychological horror, or at least torment. Tom Noonan, who wrote and directed What Happened Was…, stars as Jackie’s impending date Michael, who first appears on the video screen above her intercom as if he’s a research psychologist about to communicate with a subject in isolation. The camera, up to this point steady and watchful, whooshes towards the screen in panic. She buzzes him up.

When Michael finally knocks on Jackie’s door, the horror becomes both overt and ludicrous: he looms in the hallway, gentle but imposing (Noonan is 6ft 4), backlit by fluorescent lights that flicker on and off. “I like it”, he says. “Kinda Twilight Zone”. Audiences seeing this film in 1994 might have clocked that this is the guy who played the serial killer Francis Dolarhyde in Manhunter (1986), or Frankenstein’s monster in The Monster Squad (1987).

Noonan is fully aware of how he’s viewed, and mines brilliantly disconcerting humour not just from his physicality but Karen Sillas’s too—where he’s slow and deliberate, calculated, she’s shrugging and squirmy, as if every line she says could be followed by “forget it, it’s stupid.” In all his aloofness we wonder just who the hell Michael is. His placid voice makes him sound like a doctor, friendly but ever so slightly remote—is he a friendly giant, or an experimenter? And why does he keep writing things down on pieces of paper that he pulls from his pocket?

Jackie, powered by seemingly higher voltages and rambling nervously in her motorised Queens vernacular, moves and fidgets and paces her apartment as if she’s being assessed by men with briefcases. Jackie and Michael each suggest danger —she’s an L-Train that could come off the tracks; he’s a black town car that creeps silently through the streets. Are they dangerous to anything other than themselves? Who knows.

Noonan’s film (adapted from his earlier play that he and Sillas also appeared in) is about—and extracts most of its humour and drama from—not knowing anything about the person that you find yourself spending an evening with. It can make you feel like a stranger in a strange land, or like an intruder in your own home.

They’re colleagues at a law firm (Michael’s a paralegal, Jackie is an administrative assistant) who only know each other within the context of work and colleagues and copy machines and lunch orders (Michael’s tie hangs out his jacket pocket throughout as if he can’t relinquish this role entirely).

They felt a charge of chemistry and are struggling to adapt it, to recontextualise it, and are now performing some strange show-and-tell for each other late at night. It’s like a game of spiritual never-have-I-ever, each taking turns to reveal another bizarre detail of their lives, but they don’t possess the easy back-and-forth of good conversation. Each tangent instead has a diarrhoeic suddenness, a compulsion to expel personal pain and history. Have they ever conversed with other humans before, or have they been waiting in perpetual stasis for this evening to arrive? Noonan slowly reveals the performance of it all, the seams that are coming apart, the act that is too insistent to hide the construction.

The cracks are everywhere. While preparing a dinner of heated-up scallops, spooned out from Tupperware, Jackie tells a banal anecdote about cooking, then repeats it almost word-for-word. We all do this when we’re nervous and filling up space. But under Noonan’s direction, it’s uncanny, like Jackie and Michael have had the same night with each other one hundred times before, the same lines, the same questions and stories, rehearsed and rehearsed, the same conversation on autopilot. Suddenly her apartment is a stage, their strange partnership a performance, two people trapped in civil niceties only cursorily aware that they’re characters in someone else’s story.

And the way Jackie tells it, she really is an extra in a film. She pads to the kitchen from the dinner table, suddenly stifled by the air thick with feelings unexpressed. “You mean like an extra in a movie?”, Michael asks. “Yeah. It’s like we’re not really here. Like we don’t have lives”. Michael disagrees with, or at least questions, almost everything she says.

He thinks surely the opposite would be true, that being surrounded by strangers on the subway and in the streets would make them seem like the extras, with Jackie as the star. His ego is talking, here. “No, not really”, she responds dejectedly. “It’s not the same thing”. We wonder if perhaps the view of her apartment from the adjacent buildings is two-dimensional, a matte painting, good from a distance but don’t get too close.

Michael would view it differently. His world is real and he’s exposing everybody else’s fakery. He went to Harvard, which he realised was a cesspool of ‘racism and sexism’, which he rebelled against by (supposedly) dropping out. The law firm they work for has skeletons in its closet too, and Michael is taking notes, planning to write a book that lays bare the corruption. He’s a self-appointed crusader, a bureaucratic Batman, who can recall any phone number from his childhood by breaking down the numbers into patterns and storing them in his mind as separate processes. He says about how he would hear his own name being spoken subliminally whenever he listened to “She Loves You” by The Beatles—a fact that reveals an almost hallucinatory degree of self-interest.

He’s not a good listener. He proclaims and he rants, but he can’t pick up when Jackie has made a joke. “Oh, yeah. Funny.”, he mumbles unconvincingly. He can ask where she’s from, but when it’s revealed that Jackie is a writer too and even has a publishing deal, he clams up, choking on his jealousy. He’s only at ease again when she unknowingly reveals that the deal is a con, with her putting up the costs of the printing. “They even let me design the cover,” she says, barely believing her own story.

Michael doesn’t have to say what he’s thinking—it’s satisfying enough for him to know that deep down Jackie realises that the deal is a sham. He’s the author here, the paralegal with lofty ideas, the Harvard rebel with a moral code, with ethics. She’s just a children’s author, writing stories for kiddies to read before bedtime. Michael is so concerned with how he comes across that he can hardly recognise just how strange his potential partner is until the revelation stares him blankly in the face.

This occurs when Jackie sits with Michael in her dimly lit den, decorated with dollhouses and lamps in the shape of ducks. She sits with her legs apart and reads to him one of the children’s stories she’s written. It begins with a scream and a decapitation and goes on to include violence and infanticide.

The camera pushes into suffocating close-ups, sweat appearing on Michael’s upper lip. The lights, purple and red, suddenly give the evening the hyper-real bent of an art show, or a poetry reading from hell. We are suddenly in Scottie Ferguson’s neon-drenched bedroom in Vertigo (1958), drenched in psychosexual sweat, when really Michael wants to be L.B Jeffries in Rear Window (1954), the handsome photojournalist exposing the secrets of the neighbourhood from his apartment window.

Eerie children’s laughter plays from a tape deck. Some way into Jackie’s tale of blood and death and family, Michael realises the bed that is perched on is decorated with an army of haunted-looking dolls. Briefly, we wonder—and so does the camera—if there’s something small scurrying inside the dollhouse placed next to him.

Michael’s predominant response to the story is that he thinks the title is silly (“It’s called What Happened Was?”) and that it might not be suitable as a children’s story (fair). He also believes it’s autobiographical because everything that everyone does is really about themselves, isn’t it? Either way, the assumption is a good excuse for him to launch into a tirade about publishing. “I have fun doing it, that’s the most important thing, right?” she suggests, already possessing a clarity and purpose that most authors would kill for. “I think it’s important to have people read your stuff”, he says, returning to the living room and relative normality, where he’s in control.

He’s not responding to her story; he’s absent of insight or even curiosity. Or perhaps he’s fighting the resentment that she’s making things and getting pleasure from them with no expectations. He can only talk in terms of business and his supposedly impending celebrity status. “I won’t do talk shows. I hate those things. I’ll never do Letterman. Maybe radio interviews?”.

But as Michael wrestles the evening away from Jackie’s existential horror and back towards his fantasies, she continues to wring appropriate terror from it all – ‘Want some coffee?’ she almost shouts, wielding a spectacularly large kitchen knife. Try as he might, when he hangs about in her doorway he’s not tall and intellectual like Arthur Miller, he’s stiff and startled like Count Orlok in F.W Murnau’s Nosferatu (1922). She might be more like Jennifer Jason Leigh in Single White Female (1992) than Bridget Fonda in that same film.

Yet Noonan isn’t suggesting that they, or we, or anyone at all, are monsters. We feel like monsters. We feel too tall or too thin or too fat or too nervous, we can be intense and self-centred and tongue-tied. When we’re in a new space, with someone that we’re newly involved with (romantic or otherwise), we are newly anxious about being unobtrusive yet substantial, interested and interesting, comfortable yet exciting. We’re reading signs and misreading others. We’re left wide open by the humiliating fact that we like each other and want to spend time together. The process has been formalised enough to become a thing—a ‘date’—but it only makes things feel more removed from reality, a two-person act where you’re feeling your characters out in real time.

The question then, is how honest are we? A date, a marriage, a friendship—at what point do we spill our guts and ask what the other thinks of their colour? And how is it possible to keep them in when you’re walking around with your belly sliced open? Michael and Jackie are hopelessly lonely and likely bored. The clandestine recordings he has made of his colleagues might lead to nothing, just like the screams from across the street that they hear turn out to just be a neighbour’s TV set. How long before we all admit what a great big disappointment we are?

“I don’t write”, confesses Michael. “I haven’t written a thing in years. You know what I do? I watch TV. I tell myself it’s okay to watch for a while because I’m lonely. Nobody ever told me what to do. I watch TV all night hoping it tells me what to do”. The TV set and the glass lead to other worlds and other stories, people who might be better or more attractive, richer and more successful. Apartment windows where nobody ever draws the blinds because secretly we hope someone cares enough to look in at us. Michael says that everything he has said is just something he’s heard from the TV. So what does he really mean to say?

What Happened Was… is not only a film about the peculiarities of romantic desires and needs, it’s about the impossibility of words to ever express them. It’s about the few strange seconds after you finally say the things you’ve never said aloud and realise the words are wrong, and now you must acclimatise to the fact that you’ve said anything at all. It’s about the fact that sometimes what we say scares the shit out of people. But the fear and pain is addictive.

After tears on both sides, Michael is ready to leave but asks if she wants to do this again. She tells him to ask her next week. Maybe she’ll say yes—maybe she does want an audience for her stories. Don’t we all just want someone to hear our pain? If we can get it all out in the open—mutually consented exposure therapy to each other’s madness—perhaps it can be as good a place as any to start from. After all, you can’t well be an extra in a one-person show.

USA | 1994 | 91 MINUTES | COLOUR | ENGLISH

Limited Edition Blu-ray Special Features:

This 4K restoration by Oscilloscope Films looks tremendous. Noonan’s film takes place in a single location, but this copy from Radiance Films makes every inch of the flat look distinct and vivid. The prolonged story-telling sequence in particular is a revelation – the blackness of the room and the purple across Noonan’s face are vividly striking, especially when compared with the colder kitchen lights that they soon return to. Natural film grain is intact, and the uncompressed PCM audio is clear and rich. It is a dialogue-heavy film, but of particular note is the subtly complex sound design – this mix highlights the constant buzz outside Jackie’s flat. The needle drops also sound terrific, especially ‘Voices Carry’ by ‘Til Tuesday.

• Interview with director Tom Noonan and producer Scott Macaulay (2021). Recorded over Zoom, this is an informal and lovely chat between the collaborators, and gives a fascinating overview of Noonan’s early career and what led to making What Happened Was. Particularly interesting is Noonan’s story of how a twitch in his face on the set of RoboCop 2 (1990) led him to realise it was time to switch gears in his career.
• Interview with star Karen Sillas (2021). Another Zoom interview, full of great titbits and behind-the-scenes information. It’s particularly wonderful to hear about the great collaboration Sillas and Noonan had. Hearing the fondness they have for each other is a delight.
• NEW interview about the film with critic Charles Bramesco 2024). Excellent addition. This is a very well-researched and informative talking-head interview that is an essential addition to this release. Over 30 years since its release, it is heartening to see such a special film receive its well-overdue plaudits.
• Trailer.

Cast & Crew

director: Tom Noonan.
writer: Tom Noonan (based on his stage play).
starring: Karen Sillas & Tom Noonan.