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Review: Tom Noonan’s What Happened Was… on Oscilloscope Laboratories Blu-ray

This low-key tour de force finally has a video release worthy of its greatness.


What Happened Was…

Tom Noonan had already racked up an impressive list of stage and screen acting credits by the time he brought What Happened Was…, an adaptation of a play he’d written and performed two years earlier, to Sundance in 1994. It was a watershed year for the festival, as its lineup included major works from a number of Gen X filmmakers, including Kevin Smith, David O. Russell, and Kelly Reichardt, but it was Noonan, the boomer, who took home the year’s top prize. At first glance, the film, a talky account of a terrible first date between two paralegal colleagues and writers, Jackie (Karen Sillas) and Michael (Noonan), looks every bit like an adaptation of a play. Gradually, however, a subtle but undeniable visual skill asserts itself in illustrating the characters’ psychological states.

From the outset, the camera carefully studies the layout of Jackie’s apartment where the date will take place, remaining behind the woman—who’s about to head off to work—as it tracks her loft’s living room space, which is filled with chairs and sofas that look as if they’ve rarely been sat on. After a flash-forward to night, we see Jackie back home and preparing for her date in ways that would look almost ritualistic were they not so relatable. She tries on outfits, silently finding flaws in them, and her fussiness extends to her last-minute tidying up. This preamble features no dialogue, yet Noonan’s elegant compositions and Sillas’s body language say everything about Jackie’s nervousness in attempting to make sure the evening goes well.

From the moment that Michael arrives and stands outside the door to Jackie’s loft under a flickering hall light that conjures an atmosphere that the man himself perfectly describes as “Twilight Zone-y,” the date gives off an ominous vibe. Noonan, of course, was and remains best known as the villain in a number of thrillers and action films from the late ‘80s and early ‘90s, and he laces his character here with the unnerving dimensions that he memorably brought to his roles in Michael Mann’s Manhunter and John McTiernan’s Last Action Hero. The introverted Michael speaks in uneven cadences, often pausing too long before he responds to Jackie’s comments and first-date questions, inadvertently resulting in awkward pauses that slowly drive the woman to fill the space with frantic interjections and movements.

As the date wears on, the disconnect between Jackie and Michael’s respective vibes rapidly widens. Michael’s tendency to chuckle as a means of diffusing the tension in the air has the opposite effect, as Jackie becomes more and more defensive, which in turn only exacerbates his fumbling inability to keep a conversation going. All the while, Noonan’s direction stresses the metaphorical distance between the pair, at one point using a support beam in the foreground of a shot of Jackie and Michel sitting in chairs facing each other to bisect the frame and stress that each person is completely isolated from the other. Noonan also uses dominant sources of light within the frame (a candle on the dinner table, a lamp glowing in the living room area) to emphasize the darkness at the edge of the frames that resemble the paradoxical loneliness of dense urban existence that defines Edward Hopper’s paintings.

Yet even as Jackie and Michael seem to increasingly repulse one another, their unguarded revelations about their lives and anxieties ironically draws them closer together. This comes to a head in an extended scene in which Jackie invites Michael into her bedroom not for sex but something equally as intimate: a reading of one of her children’s stories. Where her very clean living room exudes a hollow energy, her sleeping area—a corner of the loft cordoned off with a sheet—is filled with clutter that hints at her eclectic interests in dolls and dollhouses, as if she’d crammed her entire personality behind the partition. As Jackie reads her story, which suggests an Abel Ferrara adaptation of a Grimm Brothers tale, close-ups on Michael’s face bathed in the garish purple and red lighting of the bedroom nook briefly give the impression of a silent-era expressionist film. At once the wildest and funniest sequence in the film, its true punchline comes with the revelation that, unlike Michael, Jackie has actually been published.

Despite the film’s Sundance accolades, What Happened Was… swiftly passed into obscurity thanks to limited theatrical and video distribution. Seen today, the film looks remarkably ahead of its time. In its brutal comedy of manners masking deep wells of loneliness and fear of vulnerability are the seeds of angst-ridden present-day indies ranging from Alex Ross Perry’s scathing character studies to Josephine Decker’s casually spiraling psychodramas. And while the film was made when the internet was still in its infancy, it eerily anticipates a modern work culture where people take the office home with them, where we wake up one day to discover that jobs taken to pay the bills while looking for something better have not only become careers but a substitute for a sense of self that never quite materialized.


Oscilloscope’s disc, sourced from a new 4K restoration of What Happened Was…, at last makes the case not only for the film’s greatness but, more specifically, the richness of its understated visual acumen. The subtle gradations of lighting can now be appreciated for the rich contrasts they produce, and the third-act descent into the color-coded psychosexual drama with the children’s story dazzles with its radiant red and purple tones. The lossless audio testifies to Tom Noonan’s grasp of off-screen space and the ambient anxiety induced by city noises, from the sirens of emergency vehicles to arguing neighbors to wailing infants. Dialogue remains clear and centered amid this constant intrusion of the outside world.


In a newly recorded conversation, Noonan and producer Scott Macaulay look back on the production with an equal mix of fondness and frankness. In a separate interview, Karen Sillas discusses how she became involved with the project on stage and how she translated that work to the film. Also included is an essay by film critic Sheila O’Malley that spotlights the film’s Hopper-esque loneliness and the empathy of its black comedy.


Tom Noonan’s low-key tour de force is a highlight of ‘90s American independent cinema, and it finally has a video release worthy of its greatness.

Cast: Karen Sillas, Tom Noonan Director: Tom Noonan Screenwriter: Tom Noonan Distributor: Oscilloscope Laboratories Running Time: 91 min Rating: NR Year: 1994 Release Date: June 22, 2021 Buy: Video

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