If often considered a cult figure for roles in Manhunter, Last Action Hero, RoboCop 2, and The Monster Squad (among sundry similar), Tom Noonan is perhaps most deserving of praise for his fiercely intelligent, emotionally lacerating, masterfully composed work as a writer-director. 1994’s What Happened Was…, in which he is also lead actor, is a paramount achievement, making all the more shameful its relegation to relative obscurity for more than 25 years. This Friday, however, sees the virtual release of a remarkable 4K restoration, to which I can pay the finest compliment one might afford: as a longtime fan I simply did not think the film could look this nice.

I was able to speak with Noonan about the project, where he is now, and—to surprise and delight in equal measure—the sequel he’s written with intent to turn into a feature. As the conversation started we found ourselves discussing a production mishap on his follow-up feature, The Wife.

Tom Noonan: We had this crazy thing that happened on the movie—this has nothing to do with this movie, so I probably shouldn’t mention it—but there were these mirrors that we put in that sit on the dinner table. About halfway through the edit, my production designer came over to say something or bring me something. I was cutting something and he said, “What’s that thing, that reflection in the pyramid?” And I said “Holy shit.” I’d been editing the thing day and night and I never saw the boom go through this mirror over and over again.

So I had to reshoot that. We had to have an insurance claim, go back, shoot again, and cut it into the movie, and it’s such a specific lighting package; it was very difficult to reproduce. So there’s a lot of—for my mind, because I did it—really jarring, to me, contrast between different shots that I hated having to do. But I didn’t have the time or the technology, because when we did What Happened Was… there’s so much stuff you can do now that you couldn’t do before. I’ll shut up now.

The Film Stage: No, this is all very interesting. I’ve admired you as an actor for many years, so of course it was exciting to discover your long career as a writer-director—there are the films, of course, but also the theater company.

Which is going under. We’re about to lose the building.

Are there plans to migrate elsewhere?

We own the building. I bought the building ten, fifteen years ago, but before that I had the building for 30 years—37 years altogether I’ve had it, and we own it. But just owning it doesn’t preclude you from being ravaged by this whole thing. We can’t do anything; we’re not allowed to. They shut us down, all the theaters down, and have not allowed anybody to go back in. I’m paying for the electricity, the water, the insurance, everything, including giving money back to people who we booked in the space for the last year, so we’re actually going into debt to hang onto this building, which, we don’t even know if plays will work again. When will they ever actually be effective? Will people go to them and be comfortable? Besides just trying to pay the rent. So that’s the nightmare of my life.

What brings you back to What Happened Was… now?

[Laughs] I mean, somebody called up and said somebody was interested in restoring—would I like to do it? I said, “Yeah. That sounds good.” Then it just happened. I didn’t pursue it. I had never given it a thought.

Given how long ago it shot, do you have vivid memories of making it?

It’s a hard question because what I’ve done, about a year ago, was go back and find the original videotapes of a version of the movie that I made the last night we did the play. So I had two camera crews working simultaneously in the space, and we shot the whole thing over. This was before we did the film version. That I put together again about a year ago, so it’s hard for me to remember which version is which, because they’re somewhat different. Beyond that I have a very good memory, and I remember takes, still, and sound rolls and things that were happening. It was a very controlled shoot. We only had one shot different than the shot list, and that change was minor—we had a slight dolly move when she’s changing her clothes at the beginning. Other than that, every shot is exactly the way it was for the six months we rehearsed it and the play—everything is exactly identical.

I hadn’t seen it in about five years but found myself remembering shots and cuts very vividly. And this restoration has a funny way of playing with memory. For instance I always recalled the gormless, textureless, white dinner she serves, and while I thought it was an effect of the previous SD presentation, watching now made me realize it was still supposed to look that way—that’s part of the film’s fabric.

[Laughs] Yeah.

There’s a luminosity I thought this movie would just never have.

And little things that were bothering me that I could get rid of when I would edit—little, tiny moves and edits. With technology you can change things a little bit.

Did you make certain editorial, rhythmic adjustments?

No, only one. There’s only one cut where… I don’t know if you remember this. We’ve gone through the first part of the movie and have already had dinner, and we go to sit down and I reach for my bag. When I did it in on camera back then, there’s a pillar and I reached to get my bag, and my hands go through the pillar and come out the other side. I picked up the bag and it’s clear that I can see… how do I explain this? Well, forget it. But when we went back to re-time it I said, “Jeez, I wish I could get rid of those hands when they come out the other side of that post.” They said, “We can get rid of that.” I said, “Really? How do you do that?” He showed me and cut that little bit. Now that scene sort of flows now. Before it had this awkward weirdness, when you see me reach around something I shouldn’t have to reach around because I’m looking right at it.

How much does this restoration represent what you’d see in 1994? Did you consult a reference print, or is there a bit of new work done?

Not too much. Some things I did in the film that I… I was really, really spending years getting ready to direct. I used to hang out with the camera crew and the sound wagon on movies, and I would spend all my time talking with tech people—gaffers and grips and lighting—so when I got to this movie, there were a lot of things I did that I thought were pretty cool. She wears two different dresses in the movie: one up until the point she tells that story, and then, in a cut, she changes dresses, because at that point she comes back into the main room of the apartment and it’s been repainted. I changed, very subtly, the color of the entire apartment. They repainted it. They took, if there was Dove dish detergent on the counter, it would be green, and in the second half of the movie it would be red. There were fish in the tank that were green in the first half, red in the second. Martin Luther King’s face has a big, green scrim over it, so it’s a much different color. If you put them side-by-side, it’s sort of a subliminal effort to get under people’s skin and make them feel like they’re going into another space. It really looked different.

When we did timing the first time, we had two quick passes for Goldwyn, to do it for the release, and it sucked. I mean, it was terrible, and they didn’t take advantage of all these things we had done, me and the DP, Joe DeSalvo. So this time I could actually go back and play up a little bit some of those things, without making it too obvious. If you make something that obvious they lose all faith in the movie, and you don’t want to do that. There also is a thing, when she tells that story at the beginning, she goes “Rrrrggghhh” like she’s… I can’t do it anymore. I took that sound and cut it into anything in the house that could resemble that screechy sound—like when she moves a chair or does something with the cutlery. I would put that back in and underneath everything. Then I started taking her voice and harmonizing it up and putting it with the kids you hear playing in the street. You can actually hear, if you’re paying attention, and she says things like, “I’ll never go near you again,” her voice amongst these little kids. You can hear it in there.

It’s easy for some to think of single-location movies as “not cinematic.” But both What Happened Was… and The Wife are superb ripostes to that idea.

Well, I wrote them with the intention of shooting them, and halfway through got the idea to do plays with them.

There is a “naturalistic” quality to how these characters speak. There was an interview you did with Alison MacLean…

Oh, yeah! For BOMB. You must’ve been about ten years old then.

What year was that interview?

‘91 or ‘90?

Oh. I would’ve been not-alive. But you said you can anticipate the next line as a character speaks. By that token, do you recall if any of these characters are based on people you knew, bad first dates, etc? I had to write down this line you say: “My face doesn’t have much to do with what I’m feeling.”


Do you feel that about yourself? Have people told you this?

I actually remember sitting, writing. During the period when I wrote a lot, which, I don’t write so much… I write now, still, but not like I used to. I used to write 2,500 pages a year, on average. Sometimes 3,000 or more. I would write, every morning when I woke up, five pages to do with nothing—just anything I could think of, to get the writing thing happening. My philosophy about writing, because I’ve taught some, is to write as much as you can because you only have so much good stuff in you and most of it’s bad, so write a lot and get rid of the bad shit. You’re more likely to write something decent. So if you ask me where that came from, I just… it made me laugh to think someone would say that. It made me think of a sort of Woody Allen-like line. It just came out.

But when I was writing that script I wrote really, really fast—faster than I usually do. I wrote almost 30 pages the first night I had the idea, and the next day I almost finished it, and I did it, basically, in almost three days. What I did do was keep different Pinter plays on the bed where I would type, and when I started feeling myself being sucked into the idea of writing things you think you should do in a play, I would open Pinter up and read a half-page or a page and think, “Thank God! I don’t have to do that. I can do anything I want!” That feeling is really important, to me, to write well—to have it going through you but not being affected by your thoughts and such, which are generally bullshit.

When I talked with Todd Haynes a few years ago about Wonderstuck I posed a question: “Tom Noonan: great American actor or greatest American actor?”

Come on!

I really do think you’re in a top tier. And he said that role runs counter to the many villains you’ve played over the years. There’s some of that menace in the movie.

People say that.

Are you consciously playing that up?

Probably. When you’re acting, anything that gets you what you need, you’ll do. But I don’t remember. I don’t know, not a whole lot. A little bit, like at the front door when I get there. [Laughs] But I don’t feel like a malevolent force. I’m probably a person who’s aware that they can scare people; that’s something that I learned as a child. But I don’t think, consciously, it was something I was trying to do. People will say, “Oh, I was waiting for you to come back and stab her when she’s alone in the dark!” [Laughs] No.

In that BOMB interview you said the stressful experience of childhood had maybe fed into the creation of this tense movie set around dinner. So while this may sound like a hacky question, I do sincerely wonder if conditions of the last year are influencing your creative self at all?

I live in such fear of not surviving this. I spend a lot of time taking my temperature. I spend a lot of time backing away from people, even when distanced. It’s taken over my life in a way that I think has irreparably damaged me, probably, if I survive, which I sometimes don’t think I will. It’s really, really been hard for me. There’s something about my, I think… I tend to be an empathic sort of person. Not to any good end, but just… I love writing for people because I feel like I can sort of know what it’s like to be them. I take things in like that, and I’ve done that since I was a kid. Now, taking things in in this world is so fucking disturbing and painful. I don’t write. I try, once in a while, to write. You know. It’s been… just been awful.

It is funny to, now, watch this movie about isolation and fears of what that brings out.

I made another play as a run up to doing a movie—which I then couldn’t get anybody to pay for—and there’s a sequel to What Happened Was…, which we can get into. This play was called The Shape of Something Squashed, but that monologue I did in that… it felt like it applied to what’s happening now, too, to me, in a way: “What happened? What happened to my life?” Which is the feeling I’ve had more and more as I get older.

I assume you’re rewatching this film a lot while restoring it.

Sort of. We did the timing in a day-and-a-half, and after that it’s just posters and typefaces and stuff.

Even on a necessary revisit, do you feel like the same actor? Do you recognize that actor?

Any time I look in a mirror, yeah. [Laughs] I don’t want it that much, but yeah. That was the most wonderful time, in some ways, in my life: doing that, getting it on, getting it out, having people see it and like it. I never expected any of that stuff to happen. But if you want to encourage people to have me do the sequel, it’s written.

What’s happening with it?

I don’t tell people much, but at this point I probably should. It’s interesting. It’s very different. It’s all open, all done in one night out on the streets of New York. Because I couldn’t really guarantee any actor that I wanted, I just used a bunch of different people.

Same characters?

Yeah. [Laughs] Me and Jackie get married. We have a child immediately. Get divorced almost immediately. And it’s now 17 years later. I live alone, we’re divorced, I don’t see them ever—I don’t see anybody ever. I just like to go to my little apartment for my little job and have people leave me the fuck alone. I mean, I like the script.

If it’s set outside, is there intention to stage it as a play or straight to screen?

The idea was to do it as a movie straightaway. That’s the intention with which I wrote it, because it’s rambling and all around the place. I’m in my pajamas and slippers, locked out of my apartment for three days.

I think that sounds amazing.

It’s pretty good. I’m not very good at promoting myself or making things happen. Doing it myself sort of makes it easier for me, but I get anxious about people telling me things they don’t like about something I might do.

Are you looking to get back into acting? Is a COVID-safe set enticing?

Maybe. I mean, it’s going to be weird to not get back into acting. I hate when people say “weird.” Or when I say it. [Pause] I don’t know. I mean, the fact that COVID could actually be over and I could act and be bad—I would love. Anything that would get me past this fucking thing. Writing something is more of interest to me, because I do love doing it and I feel like I’ve learned how to do it enough that it’s not a waste. It’s a skill I was sort of blessed with. I would like to make movies. The acting thing, I don’t know.

The new restoration of What Happened Was… opens in Virtual Cinemas this Friday, January 29.

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