What Happened Was

What Happened Was... is a 1994 American independent film written for the screen, directed by and starring Tom Noonan. It is an adaptation of Noonan's original stage play of the same name.

Premise
The film depicts two people, played by Karen Sillas and Tom Noonan, on a first date; their conversation gradually reveals their lonely lives and hidden personalities.

Reception
What Happened Was... has an overall approval rating of 91% on Rotten Tomatoes.

On the Siskel & Ebert show, Gene Siskel gave the film a thumbs up, stating that "For what is really just one long night of conversation, the stakes and the tension couldn't be any higher if these were two characters having a more conventional action scene." Roger Ebert, however, gave the film a thumbs down, calling it "Contrived" and stating that "There is a lot less here than meets the eye." The film is a favourite of filmmaker Charlie Kaufman.

Year-end lists

 * 10th – Todd Anthony, Miami New Times
 * Top 9 (not ranked) – Dan Webster, The Spokesman-Review
 * Top 10 (listed alphabetically, not ranked) – Jimmy Fowler, Dallas Observer
 * "The second 10" (not ranked) – Sean P. Means, The Salt Lake Tribune
 * Honorable mention – Howie Movshovitz, The Denver Post
 * Honorable mention – Jeff Simon, The Buffalo News

Accolades
It won the Grand Jury Prize and the Waldo Salt Screenwriting Award at the 1994 Sundance Film Festival. Noonan was nominated for Best First Screenplay and Karen Sillas for Best Female Lead at the 10th Independent Spirit Awards.

Planned sequel
Noonan wrote a sequel, which he pitched to both Netflix and Amazon Prime, but it never came to fruition. Noonan and Silas were to have reprised their roles, and the film would have also co-starred Louis C.K., Charlie Kaufman and Vin Diesel.