What Happened Was

What Happened Was... is a 1994 American independent film written for the screen, directed by and starring Tom Noonan.^[2] It is an adaptation of Noonan's original stage play of the same name.^[3]

What Happened Was...
Theatrical release poster
Directed by	Tom Noonan
Screenplay by	Tom Noonan
Based on	What Happened Was... by Tom Noonan
Produced by	Scott Macaulay Robin O'Hara
Starring	Karen Sillas Tom Noonan
Cinematography	Joe DeSalvo
Edited by	Richmond Arrley
Music by	Ludovico Sorret (Noonan's pseudonym)
Production companies	Good Machine Genre Films
Distributed by	The Samuel Goldwyn Company
Release dates	26 January 1994 (1994-01-26) (Sundance) 9 September 1994 (1994-09-09) (New York)
Running time	91 minutes [1]
Country	United States
Language	English
Box office	$22,973 (US/Canada)

Premise

The film depicts two people, played by Karen Sillas and Tom Noonan, on a first date; their conversation gradually reveals their lonely lives and hidden personalities.^[4][5]

Reception

What Happened Was... has an overall approval rating of 91% on Rotten Tomatoes.^[6]

On the Siskel & Ebert show, Gene Siskel gave the film a thumbs up, stating that "For what is really just one long night of conversation, the stakes and the tension couldn't be any higher if these were two characters having a more conventional action scene." Roger Ebert, however, gave the film a thumbs down, calling it "Contrived" and stating that "There is a lot less here than meets the eye."^[7] The film is a favorite of filmmaker Charlie Kaufman.^[8]

It opened at the Angelika Film Center in Manhattan on September 9, 1994 and grossed $22,973 in its opening week.^[9][10][11]

Year-end lists

• 10th – Todd Anthony, Miami New Times^[12]
• Top 9 (not ranked) – Dan Webster, The Spokesman-Review^[13]
• Top 10 (listed alphabetically, not ranked) – Jimmy Fowler, Dallas Observer^[14]
• "The second 10" (not ranked) – Sean P. Means, The Salt Lake Tribune^[15]
• Honorable mention – Howie Movshovitz, The Denver Post^[16]
• Honorable mention – Jeff Simon, The Buffalo News^[17]

Accolades

It won the Grand Jury Prize and the Waldo Salt Screenwriting Award at the 1994 Sundance Film Festival.^[18] Noonan was nominated for Best First Screenplay and Karen Sillas for Best Female Lead at the 10th Independent Spirit Awards.

Planned sequel

Noonan wrote a sequel, which he pitched to both Netflix and Amazon Prime, but it never came to fruition. Noonan and Silas were to have reprised their roles, and the film would have also co-starred Louis C.K., Charlie Kaufman and Vin Diesel.^[19]