Tom Noonan Tries to Figure Out What Happened

“It wasn’t really a breakdown. I started to get all these symptoms—I felt stressed out, I was really tired all the time.”

Tom Noonan, the actor best known for his roles as principal bad guy in Last Action Hero and F/X, is remembering the “breakdown” that led to his writing What Happened Was…, the low-key, two-person play he first produced for his own Paradise Theater in New York, and that he made into a film of the same name.

“I’d always said I was going to write something about what I really feel,” he continues. “But when I sat down two years ago I didn’t know anymore. I’d spent time doing something I didn’t really love. I got sick, it was more of a physical thing. I started having these weird twitching feelings, my ears were ringing all the time. So that kind of precipitated a change in my life, and the end result was writing the script.”

This was late May, a Saturday morning, at the Sheraton Hotel in Seattle. He had flown in from New York where, two days before, his most recent play Wifey had won an Obie. What Happened Was… (his first feature) was playing to capacity crowds at the Seattle International Film Festival; in February it won the Grand Jury Prize as well as the Waldo Salt Award for screenwriting at the Sundance Film Festival.

Noonan is a huge man, 6’5” or 6’6”, and much more physically present in a room than the sepulchral figure he cuts in What Happened Was… would lead you to believe.

He describes himself as an old hippie who dropped out of college after hearing The Grateful Dead one night, and like his character, Michael, he has spent periods of his life watching “way too much TV.” Yet here is clearly no slacker, and his soft and curious voice is one that has been to some school. He wore a Last Action Hero jacket (“I have great affection for John McTiernan, so I don’t mind wearing this jacket”), and an overgrown Robert Altman beard, and he seemed relaxed and surprised that his little movie had gotten such positive reaction both at Sundance and the Seattle Film Festival.

“I had no idea this was going to happen to me. I was lucky I got in Sundance, I was barely accepted, and I barely got it in on time.” He financed What Happened Was… with his own money ($100,000), all of which went into film stock, set design and things you see on the screen. Panavision donated the camera because they liked the script, and Karen Sillas (from Hal Hartley’s Simple Men), who plays opposite him, worked for free, as did the film crew. All of the post-production cutting and editing work was done in his East Village apartment in New York on his own equipment.

Noonan said that he did not set out to write a play that would become a film. He did not foresee doing anything, really, beyond writing a play about small details and seeing where it would go as an exploration of “the dreams, fantasies and nightmares [that] people . . . keep hidden underneath their prescribed identities.”

He wrote the original play, he said, in 10 days, after hearing about a friend’s brother who went to a woman’s apartment, not realizing that it was a “date,” with all of the expectations and baggage that go into that particular social institution. The film is being marketed as a comedy of manners, about “a mismatched couple” on a “painfully nervous and awkward first date at her apartment” (I am quoting from the press kit); that’s probably true enough if you pass by the film on horseback at night in a drizzle. Sit through more than the credit sequence, however, which begins with an overhead “crime scene” shot of Jackie sprawled across her bed, and you know this will be film about a date in the way that The Return of Martin Guerre is a film about 15th century French peasants. It aims to put all the twitching feelings that presage collapse into a context of syntactic as well as synaptic disconnection. All those details that Noonan wanted to get down, that he gets down, begin to shift the film into a liminal, edge-of-night place where two people talking takes on all the characteristics of a fevered dream.
What Happened Was… is a hybrid of styles; it combines highwire comedy (Michael recalls early film comedians like Stan Laurel and Buster Keaton) with Gothic melodrama and art film studiedness. All of the action occurs inside Jackie’s apartment, but the “action,” as such, is slight. Set in a big apartment with high windows, the characters move around each other, hemmed in and skittish, and the drama is a series of mishandled jokes, nerves, lulls in conversation and, in some places, untraceable deeps of anxiety. Noonan says, “What I loved about the story, what I wanted to have clear, was the tiny, very subtle, un-acty, un-theatrical things.”

Yet it wasn’t until performances were underway, he says, that he discovered what it was about: “I think the audience directs a play, so doing a play for five weeks I started to know things about it that I never had an idea were in it, that they projected onto it.” Similar to other films that explore male/female relationships (Manhattan and Sex, Lies, and Videotape come readily to mind; Noonan says he watched Annie Hall several times while editing What Happened Was…), it is different in one crucial way—it is not a romance. The film’s precursor texts are closer to literature and theater than to film.

Noonan professes to reading widely and voraciously, and he lists Harold Pinter and James Joyce among his favorite writers. And it’s true that his feeling for words and the gulfs that separate people as well as their illusions about each other (and about themselves) might have been learned from Pinter or Joyce. So too the consistently giddy sense of absurdity mixed with grief that keeps those watching the film shifting from laughter to anxiety and, eventually, horror.

Like Sam Shepard, the playwright and actor Noonan worked with in the 1970s, most notably on the first production of Buried Child in which he played Tilden, Noonan works from the principle that characters’ identities are fluid. In directing both the play and the film he never “directed” the emotional content of scenes. He says, “When I first hired Karen, I said to her, ‘Your job isn’t to do this play, it’s not to live in this play or serve the play. I want you to find something about you that you always wanted to do, and somehow use the play as a vehicle to get that across.’ I’d say that every night before we went on.”

As the night unfolds—or better, comes apart—it is the number of identities that Jackie and Michael peel away that give the film much of its blackwater mystery. Images from apartments across the alley intrude in a way reminiscent of Rear Window; Noonan says of these, “I really wanted the feeling of another life out here which she is connected to.”

In fact, Jackie passes seamlessly through many lives, or half-lives: Teenager, haunted child, wild woman, demon, flirt and strained host. At a crucial moment, reading the story that forms the central incident in the film, she cries, as though reading a diary excerpt, and admits afterwards casually to having “gone crazy, you know” a few years before. In moments like this, content to leave its mysteries go, What Happened Was… is better than fine. Still, the film returns often to the lost surface of things to play with the tiny, funny moments that Noonan says was his starting point for the story.

Michael, the more guarded and nervous of the two, is a maudlin Woody Allen in a Pru frock suit. He smiles, wipes his smile away, makes cryptic one-liners about the “cryogenic” dinner that she’s thawed and heated up; he hunches, briefly and suggestively, over his notebook and snickers after they kiss. A couple of times, in speeches that sound rehearsed, he explains himself, his “philosophy” about who gets remembered; it’s really a speech about work and uselessness, and his own longings for posthumous immortality along the lines of Van Gogh and Emily Dickinson. But when Michael’s final revelation comes, it will send the audience back into the theater for a second chance at understanding what has happened to time passed. Michael is staking a claim to honesty—he is writing a book, he says, about “all the lonely, damaged, crippled people in this country—you know, the people who make this country what it is.”

In one of the last scenes, Michael tells Jackie, “I’m one of those people whose facial expressions have very little to do with what they’re feeling.” Both audiences I have seen the film with laughed at this point, then stopped short, puzzled by what these words could mean in a film so fixed on faces—where even the last confessions seem rehearsed, the real confession is a promise beyond the frame.