Tom Noonan's Dark Nights of the Soul

“See, I’m not like a lot of people. My face doesn’t have much to do with what I’m feeling.” 

Tom Noonan utters those lines towards the closing stretch of his 1994 directorial debut, What Happened Was…, an exquisitely painful two-hander about a first date that turns into an awkward crucible for the Manhattan lonelyhearts at its center. When Noonan died last week at the age of 74, after a distinguished career as a character actor, writer, and director in theater and film, most remembrances started with his unusual height, which at 6’5” would make him a shooting guard in the modern NBA but in Hollywood made him seem more like Victor Wembanyama. And while it’s true his skulking height turned him into an imposing villain in films like Manhunter, RoboCop 2, The Last Action Hero, and The House of the Devil, it undersells the off-kilter rhythm of his performances. That gait was certainly a weapon, because he constantly had to lean into (and over) actors much shorter than he was. But the combination of his gentle voice and enigmatic gaze presented another layer of low-hum uncertainty around him. Who is this guy? What does he really want? 

Noonan seemed to understand his screen persona as well as anyone, and in the mid-’90s, he exploited it accordingly with two independent dramas, What Happened Was… and The Wife, that he wrote and directed in consecutive years. It is plain from both films, with their single-location settings and dialogue-heavy exchanges between the actors, that Noonan’s inspiration was rooted at least as much on stage as in cinema. (In a 2021 interview with Nick Newman for The Film Stage, Noonan talks about keeping Harold Pinter plays under his bed while he worked to remind himself he could do anything he wanted.) The films have separate yet complementary insight into human relationships—one is about a difficult first date, the other is about the fraught partnerships that a first date might presage—but they’re particularly compelling as a window into Noonan himself and his specific strengths as a filmmaker and performer. 

One shorthand way to describe it is that Charlie Kaufman was a big fan. In a 2016 interview with SOHH for Kaufman’s stop-motion film Anomalisa—for which Noonan did all the voices save for the lead roles, voiced by Davis Thewlis and Jennifer Jason Leigh—Noonan recalls that Kaufman was so enamored with What Happened Was… that the two exchanged emails about it at the time of its release, years before Kaufman’s script for Being John Malkovich would become a sensation. You can see plainly the connective tissue between Noonan and Kaufman, not in Kaufman’s conceptual ingenuity but in the flat-footed exchanges between his characters, who struggle mightily to bridge the gaping maw between their desire and their ability to make a connection. Their scenes tend to marinate in pregnant pauses and halting language, and the best ones coagulate like a thin film of flop sweat on your forehead. 

By far the strongest of the two movies, What Happened Was… refers to the title of a “children’s story” that detonates late in the film, but it’s a suitably murky description of an evening that doesn’t go as planned. Neither Jackie (Karen Sillas) nor Michael (Noonan), who work together, respectively, as an executive assistant and a paralegal at a law firm, have the self-assurance and skill to navigate these choppy waters, so they wind up tossed between the rocks. And as a special torment, this first get-together outside the office is an intimate dinner at Jackie’s studio apartment, which automatically turns it into a dating purgatory. Had they gone out to dinner, for example, and things weren’t clicking, the check would eventually arrive and they could go their separate ways. In the borderless intimacy of Jackie’s apartment, the decision to end the date is like a game of chicken where nobody wants to be the first to swerve off the road. 

Though Noonan isn’t inclined to cover up the fact that What Happened Was… is more or less a filmed play, his camera is extremely active, as is his attention to domestic detail. In the harried stretch before Michael turns up at her apartment building—earlier than scheduled, which is the first in a long series of social gaffes—Jackie rushes to set up and create whatever candlelit ambience she can muster. There’s nothing she can do about the flickering fluorescent light in the hallway outside her door, but she slips into a simple yet revealing dress and prepares a dinner that includes a thawed-out seafood dish and a store-bought cake that she hides in a translucent Tupperware container. On the walls are a framed poster of Martin Luther King, Jr. and an unframed poster of Cats, and on the soundtrack is the ’Til Tuesday single “Voices Carry,” which she blasts through her prep-work. It’s hard to tell who Jackie is based on these cultural clues and it only seems to get harder once she starts talking.