Every day, Watch This offers staff recommendations inspired by a new movie coming out that week. This week: In honor of Joseph Gordon-Levitt’s Don Jon, we’re singling out some of our favorite feature directorial debuts by actors.


What Happened Was… (1994)

There are very few movies or TV shows that can’t be immediately improved with the appearance of Tom Noonan. A veteran character actor, Noonan has perfected a particular variety of self-effacing New England rationality that places him on a continuum with the likes of John Malkovich (but without the whiff of the dandy) and the late Spalding Gray (minus the neurotic self-regard). Viewers may recognize Noonan from his regular role as Detective Huntley on Damages. He also recently made an indelible impression during a flashback episode of Louie’s first season, as a physician conducting an autopsy of Jesus Christ for young Louie’s Sunday school class.


But Noonan is also a filmmaker. His 1994 debut film, What Happened Was…, is adapted from his own stage play, which explains some of the film’s black-box conventions. But Noonan uses theatricality and artifice to his advantage. The result is a haunting, expressionistic portrait of two lonely souls who have reached out for companionship and instead found themselves on a proving ground, where they are mercilessly denuded of their protective lies and self-deception.

In other words, it’s a date. Noonan is a paralegal; smug in the conviction that he is more intelligent than the lawyers he serves. (He claims to be writing a scathing exposé of the law office and its damning secrets.) Karen Sillas, the firm’s working-class executive secretary, exhibits both street-tough pride and intellectual self-consciousness. The two meet for dinner at her apartment. It’s not a pleasant evening.


The tragedy of What Happened Was… is that these characters genuinely like each other. Noonan is not as capable as he pretends to be, and Sillas is funny and bright. In the film’s pivotal scene, she comments to Noonan that she too is a writer, but of children’s books. She offers to share her work, and he is embarrassed for her; he feels reflexively superior, but has no way out of the situation. Even if these people are too trapped in their own fear and misery to connect, they find a way to share in that hopelessness for a single night. Noonan’s depiction of this basic frailty shows him to be a deeply humanistic film artist, one who ought to be able to make more than three feature films in nearly 20 years.

Availability: Strangely enough, What Happened Was… is available for rental or purchase from the major digital providers, but not on DVD or Blu-ray.