Tom Noonan’s 1994 independent movie What Happened Was … isn’t your typical romance, though it puts two lonely people together on their first date. (They’re played by Noonan—best known as the villain in thrillers like Manhunter and RoboCop 2—and the remarkable Karen Sillas.) And it isn’t your typical horror movie, though it does feature creepy dolls. It’s somewhere between the two, an uncanny comedy in which the giant butcher knife only cuts a birthday cake but nonetheless no one gets out unscathed. What Happened Was … won the Grand Jury prize at Sundance, then was released with little fanfare by a distributor that didn’t know what to do with it. (Total U.S. gross, according to IMDb Pro: $327,000.) A cult classic and a favorite of Charlie Kaufman’s, this indelible portrait of dating dread has been newly restored and opens in virtual theaters on Friday. I talked to Noonan about the breakdown that led to his directing career, about the movie’s sudden left turn into weirdness, and about the sequel (!) that’s never quite gotten the green light. Our conversation has been edited and condensed.
Dan Kois: What Happened Was … was made before the big Sundance boom of the late ’90s. Where did the financing come from?
Tom Noonan: From acting in movies. I was doing Last Action Hero during that period and they were very cool. They accommodated my schedule, often, in amazing ways, and allowed me to leave to go back to New York to shoot What Happened Was.
So the money from Last Action Hero paid for the movie, and then also you were shooting it while you were making Last Action Hero, on breaks?
Yeah, that’s the way it fell out.
Did you feel like you had been saving up to give yourself this kind of opportunity? What was the impetus for making this film?
I was on this big budget movie, back in the early ’90s, and one day I went to the set and I felt my face twitching. Usually, if you feel your face twitching, you look in the mirror, you don’t see anything. But this was very … This was really dramatic. I thought, Shit, what’s happening? I went out and started shooting the scene and I could feel it moving and I could tell you could see it.
I had to start doing scenes like this [casually holding hand over cheek]. I somehow got through the movie, but I really couldn’t go on auditions. I thought, I can’t do those kind of movies anymore. I cannot do them. It’s killing me. I called my agents up and I said, “I need to take a year, maybe two off.” They were not happy, because I was working a lot then, but I just basically stopped and I began writing plays. I wrote eight or 10 plays during that period, because I write very quickly, but they were—nothing. I didn’t feel anything about anything.
The next spring I went up to my friend’s apartment, and I sat down and I said, “How’s your brother Michael?”
And she said, “He’s such an asshole. This woman at his job, she asked him to come home with her to celebrate her birthday and in the middle of the date, he just said, ‘Is this a date? This isn’t a date, is it?’ And she got up and threw him out.” And I thought, that’s my movie. I went downstairs immediately and began writing and by the morning, I had written about 60 pages.
What was the difference between that story and the stuff you were struggling with the year before?
If I had any idea how to figure that out, I would be successful.
How did you cast Karen Sillas?
I produced it as a play first. I went to all of these actresses that were … Most of them are still pretty popular and successful, but at the time, none of them wanted … I don’t want to mention anybody’s names. But they said, “Tom, you’re a nice guy and this is a nice script, but there’s nothing going on.” I had a deadline when I had to start rehearsing the play, and at that point I had nobody, so I said to my agents, “Do you have anybody who, just anybody in that age range?” And they said, “Well, there’s this is woman, Karen Sillas, and she’s free. Why don’t you meet her?” I met her for breakfast and by two minutes into the breakfast, I knew she was going to do it.
By the time you made the movie, you had worked with a lot of interesting directors over the years. Were there any particular filmmakers you really learned from?
In general, a movie is like a crisis that just doesn’t stop. People don’t have time, especially directors, to take an actor aside and say, “So Tom, when you do your movie …” It’s not like that. It’s always like [waves hands, roars incoherently]. But the people you can talk to are people in the crew, and I would spend a lot of time with crew people. I would stand next to the recording cart for whole movies sometimes, during my time off, or I would hang out with the camera setup people or the gaffers or the grips. I learned a lot that way.
I was really struck by that long opening sequence, almost 10 minutes of Jackie getting ready while ’Til Tuesday’s “Voices Carry” plays. I assume that that was not part of the play. Why did you decide to start the movie that way?
That’s the opening scene in the play.
Really? Just her getting ready on stage?
What happened was the audience came in and sat down. The audience sat on the furniture that’s in the apartment. There’s no feeling that you’re in a theater. It just looks like somebody’s loft. She would come in, put her bag down, check her answering machine, and then it was exactly the same as the movie.
That reminds me of those Designated Mourner performances that Wallace Shawn would do in an old men’s club downtown.
Yeah. Yeah. I’m really close to Wally, and Wally did my next movie after What Happened Was. He was doing his play The Fever when I was writing this. I just loved The Fever. I went to it five or six times, and the second or third time, he saw me in the front row and he said, “Why are you here? It’s a terrible experience I’m going through. Why? Why are you smiling?” And I said, “This is the greatest time I’ve ever had. Let’s go, let’s go. Let’s get the show going.”
About halfway through What Happened Was, the movie takes this wild left turn, when Jackie starts reading the story she wrote. Where did that story come from?
No idea at all. I just wanted to write something really funny.
In the theater, did it get big laughs, or did it make audiences unnerved?
When we did the play, the monologue was much, much longer. We got to rehearsing before we shot the movie, and it was just too long. You don’t want to lose people. I basically cut out almost half the monologue. But in the play, she starts talking and you think, well, in most plays, after about five minutes, people shut up and go on with the rest of the play. But she just kept going on and going on and it was really fun to feel the audience getting itchy and pissed off and finally sort of broken down. We had to find other ways to do it when we did the movie.
With sound design and a creepy dollhouse.
Yeah, that was shot Super Bowl Sunday, the dollhouse stuff. The movie was finished and I said, “There’s something missing. We need something more. Let’s all get together and watch the Super Bowl and get drunk and I can borrow a camera from somebody.” And that’s what we did, we spent the afternoon watching the game. At one point, I don’t know who was doing it, but somebody was moving the doll and the shadow was appearing on the back wall of the little house. We all went [horrified face], “Oh my God!” That’s the only bit of footage we shot that day, but that little thing really is the pivot of the play. The whole story pivots around that and changes. By that point I’m scared shitless, and she’s really crazy.
When the movie came out in ’94, how did it compare with what was in theaters in those days?
This is a stupid thing to say, but David Mamet had a play, Oleanna, that opened, I think, right around the same time at a theater on Second Ave. near my theater, in the East Village. Oleanna opened and my little dinky play opened. Nobody came to my little play. Maybe I got 10 or 15 people a night, that was great. His play had all these people up and down the sidewalks. And then he made a movie of his play, I made a movie of my play, both went to Sundance. Goldwyn bought both of us, but Goldwyn put all the money into Oleanna.
Zero, almost nothing, they would not put anything into What Happened Was. I got vocal about it. I tend not to be very good about controlling myself. I was really upset that they were getting all this press and all this coverage. I thought that my movie was pretty good. What ended up happening was that we moved to the Angelika for most of the run, and they were there too. After two weeks they closed—and I was there for another two and a half months! I feel bad, because I know David a little, but he’ll laugh at that.
Do you think someone could make a movie like What Happened Was now?
Sure. [Pause.] In what way?
Do you think the movie business could foster something like that now?
Oh, I don’t know. I wrote a sequel. At one point, it was taken to Netflix and to Prime. It looked like there was a lot of interest and it might get made. I’d have this all-star cast, sort of, at least from my point of view. I had Louis C.K. in it and Charlie Kaufman was going to do it, and Vin Diesel. It was the second act of my relationship with Jackie.
I never heard about any of this. Their next encounter?
Well, the next part of the story. The next part of the story is that Jackie and I do get together, we get married, we have a daughter, we get divorced almost immediately, and the daughter is now 17. I love my isolation and solitude. I can’t stand working in an office, because people are always at me, so I always go home and I play chess online and that’s my life. While I’m out doing the laundry, I leave my keys inside my apartment. And then it’s what happens to me walking around the city in my robe and slippers and pajamas, trying to figure out how am I going to get back in my apartment.
Does your experience almost getting that made give you a sense of how hospitable the business is to the kinds of stories you like to tell?
Ah, you never know why anybody does anything. You write what you have to write, because it’s gnawing at you, and you hope it goes somewhere. I don’t make the kind of money I used to make acting either, because of the way the business is going.
You mentioned Charlie Kaufman. You’ve been in a couple of his movies. How did you two meet?
He saw What Happened Was in 1993 in Minnesota, while he was working in a bakery. His wife encouraged him to go and he didn’t want to go and she basically forced him to go see it. Years go by and this Being John Malkovich movie comes out and Charlie becomes a big star and he wins Academy Awards and all this stuff, and people start asking him, What were his influences? He starts talking about What Happened Was. More people contacted me because Charlie mentioned it than ever contacted me because they saw the movie. Then Charlie and I, through that, ended up meeting each other on the phone, talking a little, and then having this friendship. We’ve become pretty good friends.
Do you see your influence? Where do you see What Happened Was in his work?
You know, it’s what’s happening in the dark inside your heart … It’s something ineffable.
I didn’t realize you’d written a sequel that tells us what Michael’s up to these days, but when I was watching that last speech of his, where he’s talking about how he just spends all his time alone watching TV, I thought, God, if Michael was around today, he would just be online all the time. He would be totally online.
I’m in the middle of playing an online chess game during the movie version. I’m panhandling outside of the coffee shop and getting quarters and dimes so I can go back in and continue playing.
Online chess seems like a fairly innocuous thing for him to be wrapped up in. I had all these nightmare visions of him being stuck on QAnon message boards or …
No. It’s pretty sweet.
Michael does not turn into the monster I’m worried that he turns into … ?
No, but he hasn’t talked to his wife or daughter. He barely ever has any contact with them, or anybody.
Do we see them? Do we know how Jackie’s doing?
Yeah, because he breaks into her apartment to get his spare set of keys, and she walks in on him.
I’m going to put the full weight of Slate behind trying to get this sequel made.
Please. Good. I work cheap.