Tom Noonan’s “What Happened Was” Explained and Online (As Are Other Past Sundance Gems)

In honor of the online release of Tom Noonan's Grand Jury Prize-winning, wonderfully awkward first date movie, we're republishing the actor/writer/director's remembrance about it at the Cinefamily as well...

WhatHappenedWas

As the New York Times greeted with much fanfare earlier this year, the New York-based distributor New Video has partnered with the Sundance Institute to make a collection of the festival’s underseen gems available to stream online or download through YouTube, Amazon and iTunes. While the selection promises to grow larger, the films onhand already range from some of last year’s films such as Calvin Reeder’s horror flick “The Oregonian” and Clay Jeter’s Kentucky-set drama “Jess and Moss” to the Tom Noonan double feature of “The Wife” and the Grand Jury Prize-winning “What Happened Was.”

In the case of that last one in particular, the price of $2.99 seems exceptionally low when I can recall paying top dollar for a bootleg copy (albeit one with the director’s permission) that was sold at Kim’s Video in New York in 2005. At the time, it was one of the very few ways one could watch Noonan’s exquisite, not to mention deeply influential, dark comedy about a peculiar first date between co-workers. Needless to say, it's not to be missed and a year ago to the day, I actually caught Noonan discussing the film in an equally rare appearance at the Cinefamily in Los Angeles and published this report.

For anyone that’s seen Tom Noonan’s “What Happened Was,” it would be certainly understandable why the actor/writer/director, who so effortlessly played the misanthropic paralegal on a first date with one of his co-workers, would be a little suspicious of an evening celebrating the film in Los Angeles over the long weekend.

“I thought I would make it and it would go away and it kept coming back,” said Noonan of the 1994 Sundance Grand Jury Prize winner. “And I’m glad.”

The screening of “What Happened Was” at Cinefamily was a rare treat regardless, since the dark, low-budget comedy has never been released on DVD. But Noonan flew in from New York to be a part of the repertory theater’s “That Guy!” series, which offered a similar tribute to Bruce Dern a day later and will continue on this month with fetes for character actors such as “Blood Simple”‘s M. Emmet Walsh and Udo Kier. Apparently, the fact that Noonan was sitting through his own work was equally rare, since he admitted he almost never watches his own work when he was describing his approach to playing so many memorable roles.

“To me, the reason people go to movies is to experience someone who’s being honest with themselves, who’s authentic,” said Noonan. “And all that stuff you do like reading and preparing and research, I think, just takes you away from who you are. I’m on the show “Damages.” I’ve never seen “Damages.” I don’t go to the readthroughs. When I read the script, all I read is my lines unless someone’s line comes in between – I don’t want to know nothing. It just doesn’t help me. All I want to do is talk about what it’s like to be me.”

Of course, unlike so many other “That Guys,” Noonan’s full range as an actor and as an artist is on display in “What Happened Was,” which operates as a battle of wits between Noonan and co-star Karen Sillas. It was self-financed from roles he had taken in films like “The Last Action Hero” and “Robocop 2″ – as Noonan broke down his approach to taking work in one of the funnier moments of the evening – “What I’ll often do is I’ll take a job in a pretty good movie and then I’ll go off and do a lot of shit and I’ll turn it all down until I’m totally broke, then I’ll pick something really bad as the next thing I do.”

As it turned out, “really bad” could have different definitions in the case of “What Happened Was” since according to Noonan, the film ultimately may have cost him his marriage after then-wife Karen Young refused to take the role opposite him (and he dedicated the film to her) and few other actresses seemed interested.

“After my now-ex-wife wouldn’t do it, I have [the Paradise Theatre] in New York and a slot that I was going to put the play up during and I had to cast it. I had about a week, two weeks. So I started offering everybody I knew and I knew a lot of sort of well-known people. Frances McDormand. Elizabeth McGovern, all these people and they all read it and said, ‘you’re a nice guy, but there’s nothing here.’”

Only Sillas, who was suggested by Noonan’s agent at the last minute, seemed up for the role, which would segue from the stage run to the film without interruption, though Noonan would shoot the whole thing on video first and take out the last 40 pages of a 105-page script before committing it to celluloid. He would waste nothing, using only 8000 feet of film and even used a sound from the crux of the film, where Sillas’ character Jackie tells a horrifying story she intended as the first chapter of a fairytale, as a recurring motif throughout.

“I took the sound of [Sillas'] voice in telling the story, especially when she goes “huuuuuuuuuh” – that sound and put it under everything in the film like when she moves every chair, so you’re hearing her do that screech through the whole movie. I mixed it and you hear it. It’s subliminal.”

Moderator and Cinefamily owner Hadrian Belove encouraged Noonan to tell war stories from some of his other films, which he did with gusto. In particular, Belove wanted to know about Noonan’s work on “Manhunter,” which led to the high point of the evening, a story about how he first got cast in the film, which I’ll print in its entirety:

[Michael Mann] sort of felt like I embodied the feeling of that movie. All he really wanted me to do was to have that feeling that he sort of saw in me in the audition. Because in the audition, I was really good. I scared the shit out of this woman in the room. What happened is they wanted to put all Steppenwolf people in ‘Manhunter’ – John Malkovich, Gary Sinise, those people. And a lot of them either weren’t available or couldn’t do it, so he went to other people who sort of reminded him of them, which I guess I did. The day I went to audition, I had an appointment and they had me waiting for like an hour and a half to go in to read. And this script sounds so creepy and fucked up and I thought fuck this guy. I’m leaving…and I wanted to leave, which I do on occasion. But I waited and when I finally went in, I walk in the door [Michael Mann] started to talk to me, I said ‘Don’t talk to me. I’m going to read and then I’m going to leave. That’s what we’re doing.’ He said, ‘Okay.’ And I sat down and I’m so pissed off and this woman reading with me had just become a casting person. And I wasn’t doing anything. I was just sort of sitting back in a chair – I did the scene [when Francis Dolarhyde ties the guy] to the chair, [and says] “Do you see. Do you see…”

And this woman, she was like shaking and [Mann] was like walking around the room, real excited and watching me. Then I said, ‘Okay.’ And I started to leave. He said, “I wanted to ask you a question…” I said, ‘I told you.’ [smiles] And I left. You don’t talk to Michael Mann like that. He’s like a real control freak like Napoleon. So I left and I called my agent and he said, “You’ve got to go back there. He wants to talk.” I said, ‘Fuck him. He kept me waiting for an hour and a half.’ He said, ‘No, you’ve got to go talk to him.’ So I go back to the office and I come in, I say, ‘You get one question.’ This is not the way to talk to Michael. And he said, “How are you so scary?” And I said, [whispers in most ominous voice] “Scary is people who aren’t scared themselves.”

Noonan would go on to explain that Mann is, in fact, “the greatest guy in the world” – they would later work on “Heat” together – and perhaps it was his commitment to character that cemented the relationship, even if it was unintentional. Noonan said on “Manhunter,” when an assistant director came into his trailer as the sun was setting, the AD asked if he wanted the lights on, to which he jokingly replied, “Francis doesn’t use lights.” Noonan complained, “For the rest of the movie, I couldn’t have any lights on in any room that was dark… the crew would go around making stories and they were terrified of me.”

Other little factoids were learned: For the time being, Noonan only wants to appear in William S. Burroughs-esque attire (per his recent performance on “Louie”) and on “Robocop 2,” he constantly teased Peter Weller by knocking on his helmet and asking, “Peter, are you in there? And I’d say, why are you using a stand-in? Why can’t we get Peter?” But in total, Noonan seemed genuinely humbled by the screening and closed by saying, “It’s very moving to have done something in my life that I actually sort of am proud of and people sort of get it and it’s sort of amazing.”

It should also be mentioned that the Cinefamily opened the evening with this short, “Tom Goes to the Bar,” a slightly surreal black-and-white short featuring an upside-down Noonan and directed by future “Galaxy Quest” director Dean Parisot and edited by the late Tarantino collaborator Sally Menke, which was fascinating in its own right:


 

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