Film Forum QA: Tom Noonan’s What Happened Was…

This was such a thrill. Monday night, I moderated a conversation (via Zoom) with Tom Noonan and Karen Sillas about the 1994 film What Happened Was… (written and directed by Noonan – with Noonan and Sillas playing the two main – i.e. only – characters).

I saw this film in its initial run way back then. I was in Chicago and I saw it either at the Music Box or at Facets, I can’t remember. The film had won an award at Sundance, and a couple of Independent Spirit awards, and so it attracted my attention. It is Noonan’s directorial debut, and what an astonishing debut. I was so shaken up by the film I walked out of there slightly altered. I was in my mid-20s at the time. Maybe the film gave me a glimpse of what was to come. I know, too, that one of the inspirations for my script, July and Half of August – written more than a decade later – was What Happened Was…. Any time I’d get stuck in the writing I’d try to remember What Happened Was – its effortless blend of humor and sadness, fascinating character development, the dramatic potential of “just” two people in a room talking, not to mention exploring loneliness and how it manifests in 30somethings – shit gets pretty spooky right around then, or at least it did for me.)

I was never able to completely shake What Happened Was…. The film came out on VHS – which I bought – but it was never transferred to DVD or Blu-Ray. And when streaming came along, it wasn’t on those platforms either, at least not initially. What all this means is that the film has been basically un-seeable for almost two decades. This is criminal. I consider What Happened Was… to be a masterpiece.

I devoted one of my columns at Film Comment to What Happened Was…, and it caused a flurry on social media. There were those who had seen it back then and flipped OUT to read something about it, because it affected them the way it affected me. There were those who hadn’t seen it – either because they missed it or because they weren’t even alive back then – and sought it out (at that time it was streaming – albeit very poor quality – on Amazon Prime) – and came back to report their astonished reactions. Scott Macaulay, who was one of the producers of the film, responded to my Tweet about it, Retweeted my essay, and then engaged in a lengthy exchange with me about the shoot, and the filming, and all the rest. It was a thrill. People were like, “I saw this in the theatre and I have NEVER forgotten it.” You and me both.

Unbeknownst to me, a restoration project was already picking up steam at the time I wrote that piece. My piece got a lot of people talking, and created a hunger for it to be seen again. I had no idea of this at the time. But finally came word that Oscilloscope Labs were restoring the film and also re-releasing it theatrically (i.e. virtually). So exciting!

The copy on Amazon was fine – but the image was blurred and degraded. The film is now restored, and it looks fantastic – luminous, deep, glamorous, disturbing, deep blues and dark velvety reds, glowing pinks … it’s how it should be seen. That’s what we saw way back then … now new audiences can discover it.

The Film Forum screened What Happened Was… virtually on Monday night, and Joe Berger asked me to moderate a discussion between Noonan and Sillas. This was a huge thrill. If you read my Film Comment piece, you can see how much I revere them both.

I learned so much in the conversation. I said at one point, “I could have sworn the color of the drapes change over the course of the film …” Tom said, “They did.” They literally changed the drapes (and other things), as the playing-out-in-real-time film went on. The whole production design of that apartment has intrigued me for … 20 years now … so it was so fun to get to hear about it – and I will go back and watch for those changes in color and design.

Here’s our virtual conversation. I “Zoomed” in from my new digs. It all went very well. Thank you Tom and Karen for joining us AND for making such a beautiful haunting film in the first place, one I – and many others – hold VERY dear.

SEE THIS FILM now that it’s available. It’s on VOD, and you can rent it from a bunch of different sources.

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2 Responses to Film Forum QA: Tom Noonan’s What Happened Was…

  1. Brad Hall says:

    THANK YOU for this video. Somehow I stumbled into seeing this back in the day, and it quickly became a favorite. I had pretty much given up seeing it again (and I searched everywhere). Can’t wait to see after all this time. That uncomfortable dance that lonely people do around each other. Great, subtle acting. Every time I see Noonan (he was particularly good as the misguided preacher in Hell On Wheels) I immediately think of this film. I watched the short-lived tv show Under Suspicion because of Karen Sillas. I only wish we saw more of her these days. Thanks again for recognizing a film that should not be forgotten.

    • sheila says:

      Brad – Hi! Thank you so much! So glad to talk to other people who remember and love this film. When my Film Comment article came out – and I linked to it on Twitter – the response was bifurcated – on one side were people like “Oh my God I saw this back in the day and NEVER forgot it” – on the other side were people like “Never heard of this and now I MUST see it.” At the time, it was streaming on Amazon – but the quality was really poor – fuzzy, dulled colors – so I warned people about that but said to see it while they could. People would come back after seeing it with comments like “Holy SHIT that was amazing.”

      And the producer – Scott Macaulay – ALSO found the link on Twitter and we had a conversation about his experiences (I think it was his first time producing anything).

      Anyway – out of all the pieces I wrote, that one was my favorite – I did write about a lot of forgotten or hard-to-see films in that column – like Angel Baby, Daughters of the Sun – but this one is dearest to my heart.

      So I’m very glad to hear from you.

      // I watched the short-lived tv show Under Suspicion because of Karen Sillas. //

      Me too! As I said in the column – I reference her next to Gena Rowlands, Bibi Andersson – Theresa Russell – actresses who go into scary zones – who don’t hold back – and yet … she doesn’t have the stature of those others. I loved paying tribute to her – she’s still working – she has a new indie film coming out in April!!

      Wait until you see the restoration. It’s a DREAM – no more dulled colors – everything beautiful and dreamy and clear.

      And wait until you hear about the production design! There’s way more going on there than I initially knew – and I went back and watched it again to clock all those well thought out details. They were such simple things – basically after she reads her book to him – they come out into the apartment – and the walls are darker, all of the “green” things in the space – like the fish were green, the dishwashing liquid was green – all of those things were swapped out for red. The fish are now red, the dishwashing liquid was red – AND she’s now wearing a red dress – same style – the exact same dress – but the first dress was a kind of dusty rose and suddenly her dress is red. The change is so subtle I didn’t clock it – although it worked on me subliminally.

      That was the most intriguing detail. Would love to hear more of your thoughts – especially after you see the film another time.

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