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Celebrating B Movies, Cult Films, and Indie Classics.

What Happened Was (1994)

by  |  January 17th, 2011  |  Drama

You know the old saying, ‘Never judge a book by it’s cover’? Well Tom Noonan (Manhunter, 1986) was one of those people. To understand what I am talking about, you’ve got to unnderstand I’ve been a fan of Noonan’s work for years… since I saw him in RoboCop 2 (1990), actually! With that, I have to admit that I always pegged Noonan’s talent to be the villain in what he does. Boy was I wrong!

I came to discover this recently when I went to a showing of his cult film, ‘What Happened Was…’ (1994) with my ol’ buddy Matthew Dowling at the Cinefamily, where they’ve been doing a series aptly titled, “That Guy”, which profiles actors who you may not know their names, but when you see them, you say, “Oh, that guy!” For more on that go to Cinefamily.org.

Written, Directed and Starring Tom Noonan, also starring Karen Sillas (The Sopranos) What Happened Was… Pits Michael (Noonan) a cocky and arrogant Harvard educated man looking down his nose at the world, working as a paralegal at a large law firm in New York, against Jackie Marsh (Sillas), who now finds herself lonely after having reformed from her promiscuous ways and works as a “Legal Assistant” in the same law firm.

When Michael and Jackie decide to meet up for dinner at Jackie’s house, things begin to take shape as the movie deftly guides us through Michael and Jackie’s uncomfortable first date!

What struck me most about this film is it’s ability to demonstrate the awkwardness of a first date. It also gives a voyeuristic if not candid look into the minds of 2 lonely and depraved souls who are looking for those simple comforts that companionship provides.

I gotta say that seeing one of my favorite actors on the big screen, and seeing him play the romantic lead, is something of a different exercise in Noonan-dom, but it works here. Meeting Tom Noonan in person? He’s just as cool as they come, it’s a unique experience. No doubts about his passion and integrity for his art or the craft.

Matthew Dowling and Tom Noonan catching up @ The Silent Movie Theater, while 'The Monster Squad' plays in the background.

What makes this an Awesome B Movie, is… it’s entirely filmed in 1 location, with only 2 characters in it, and it moves in real time! It also asks the question, how do any 2 people ever get together in the first place?

What Happened Was… is written, directed and funded by Tom Noonan, who first adapted this as a play in NY, that he and Sillas performed together for 6 weeks, before filming began. Eventually, What Happened Was… went on to the Sundance Film Festival, where Tom heard a lot of buzz about other films, but not his own. Discouraged, Noonan left Sundance prematurely. When he landed in NY, Noonan was told he needed to get back on a plane and return to Sundance… What Happened Was... and Tom Noonan had won the Grand Jury Prize in 1994!


Nathan Strack

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I am a huge Horror/B-Movie/Grindhouse movie fan! Rather it be Writing/Acting/Directing or just watching one I love it all!

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