On Friday nights, IndieWire After Dark honors fringe cinema in the streaming age with midnight movies from any moment in film history.
First, the BAIT: a weird genre pick, and why we’re exploring its specific niche right now. Then, the BITE: a spoiler-filled answer to the all-important question, “Is this old cult film actually worth recommending?”
The Bait: “Before Sunrise” Meets David Lynch in the Creepiest First Date Movie Ever Made
If you’re in New York City now through June 14, you can see Dill Harcourt in “Girls” (aka Corey Stoll) and an “SNL” MVP from 2012-2022 (aka Cecily Strong, in a brilliant, full-throated dramatic performance) onstage Off-Broadway at the Minetta Lane Theatre in “What Happened Was…”
It’s based on a 1994 play and Sundance Grand Jury Prize-winning movie directed by and starring the late, great Tom Noonan (RIP). If you can’t make it to attend this addictive and seriously warped stage adaptation, you can very easily find this underseen indie on YouTube for a skin-crawly night in. (It’s a favorite of Charlie Kaufman, who would later cast Noonan in “Synecdoche, New York,” and fans of Kaufman’s two-hander “I’m Thinking of Ending Things” will find much to love in “What Happened Was.”)
The play, and the film, revolve around paralegal Michael and executive legal assistant Jackie, co-workers at the same firm who meet for a first date at Jackie’s apartment, the same way nervous neighbors meet over a tall fence: How much damage and ruin await on the other side of the parapet if you look too closely? Over the course of an eventually boozy evening, both reveal acid-spiked truths to one another while swapping wounded badinage — one being that Jackie is the writer of truly twisted short stories that might be based on her own real trauma, and the other being that Michael is a phony and a play actor in his own life.
Shot luridly in neo-noir-streaked honest-to-god celluloid the way only indies in the ‘90s were — and perhaps with Martin Scorsese’s all-nighter “After Hours” as a touchstone — “What Happened Was” is one of those great one-night movies. Think of it as “Before Sunrise” directed by David Lynch, and a romance fueled by self-consciousness and insecurity. Vulnerability risks emotional exposure, but Michael and Jackie use a fear of intimacy as firewood to possibly spark something real, maybe the first real thing they’ve felt in their lives.
Noonan plays Michael in the film with a quiet watchfulness that contrasts Jackie’s nervy, open wound of a woman played with emotive genius by Karen Sillas. “What Happened Was” the movie plays up the creep factor by filling Jackie’s apartment with watchful porcelain dolls, positioned like voyeurs to a long-winded and eventually perverse conversation between broken people.
The centerpiece of this movie — and what blew me away in the play, as read by Strong — is the absolutely unhinged monologue Jackie delivers, reading from her short stories. (It turns out she’s a published author!) In a terrifying oner punctuated only by visualizations of it that Michael projects onto the TV, Jackie tells the story of a woman sexually abused by everyone around her, including her own parents, in a Southern Gothic-tinged Florida where she eventually “topless-danced her way West” to ward off trauma. “End of part one,” the story concludes, and our jaws are on the floor.
“What Happened Was” made a minor indie splash at the time, and reportedly, Noonan planned a schedule that he pitched to various streamers in the last years of his life. I would’ve loved to see where these two ended up — which, after that speech, is unlikely to be in each other’s arms. For now, Ian Rickson’s stage version gives an approximation of what another version of this story might look like — one where drunkenly singing along to Joni Mitchell’s “A Case of You” is fodder for a painful first date.
There’s no worse nightmare than dating in 2026, making 1994’s “What Happened Was” feel oh so — that dreaded word — prescient. —RL
The Bite: Speak for Yourself, I Love Trauma Dumping
Look. Any woman in a movie who gets introduced listening to ’Til Tuesday’s “Voices Carry,” running around her silk-draped apartment half-naked, is going to have my allegiance, full stop. And sorry, but there’s just no denying that Karen Sillas looks absolutely stunning in that little burgundy dress. Hell, even watching Tom Noonan visibly shake as Michael struggled to process the passive-aggressive complexities of the batshit woman’s home he was in, nothing — nothing!! — could make me hate Jackie.
Blending the unease of something like 1979’s “When a Stranger Calls” with the everyday misery of a more grounded relationship drama, “What Happened Was” frames its main characters like potential players in a would-be horror movie from the jump. But those archetypes are hard to pin down at first. Michael isn’t an obvious predator so much as he is socially off, faintly alien, and hard to read. That ambiguity clashes with Jackie’s cool, home-field advantage in a way that feels fun… until that very chemistry sours into a poison that’s one part “Sliver,” two parts “Who’s Afraid of Virginia Woolf?”
Drenched in purple hues and shifting candlelight, Jackie’s apartment does a lot of the unsettling. The set feels less like a ’90s living room than a cozy villain’s lair, warm but volatile (and easily set ablaze). Every detail on screen feels both meaningful and intentionally unstable, from the light-up goose we see glaring at us from Jackie’s feet, to the strange mix of posters featuring Andrew Lloyd Webber’s “Cats” and a black-and-white photograph of Martin Luther King Jr.
The room suggests a personality that has been carefully curated and is still intensely personal, but coming from an occupant who’s obviously unwell. That shift in Michael’s understanding is subtle but arrives early on, when his casual, “I guess this is a lull,” quip turns an awkward beat into an excruciating disconnect. With more than half the film to go, that’s the second you feel truly “stuck” with them.
From there, “What Happened Was” settles into a rhythm that feels painfully recognizable and yet rarely predictable. Anchored in the universal psychological tensions that underlie not just bad dates but most bad dynamics, Jackie and Michael’s thorny sense of instant codependence eventually prompts each person to deliver their own unhinged monologue. But Ryan was right to warn me about Jackie’s feverish description of an abusive Southern Gothic childhood — if only, because both Michael and my reaction to that reveal fundamentally changed how I saw the rest of the night.
Critically, Michael doesn’t recoil when Jackie shares her horrific story. He lights up, and for most women I know, that’s scarier. Once offered, vulnerability isn’t always met with care by the people we date, and instead, it can be absorbed or even fetishized with reckless cruelty. When Michael pivots from his sweaty-lipped, almost horny fascination with Jackie’s trauma to clumsily suggesting she publish her book professionally, the tone suggests her weakness has made him somehow ravenous.
I’ve dated several writers, and broadly speaking, it’s a fast track to mutual emotional cannibalism. If someone’s job is to mine reality for meaning, intimacy can feel like raw material. And when two artists date each other, one of them almost always has to shrink. Watching Jackie read her profoundly scary tale, my reaction moved from curiosity to revulsion to fear… not of her, but of Michael. Too many women know the feeling of watching a man lean in too close when the subject turns to her pain, and “What Happened Was” dares to ask a question that still stings years later: What do you disclose, and why?
By the end, Noonan’s film stops feeling like a first date and starts to resemble the makings of a crime scene as his mood lurches toward something dangerous. Every frame tightens with dread, to the point that even a corked champagne bottle feels like a weapon, and Jackie’s birthday cake becomes a test Michael was never going to pass. And yet, even as the world’s worst renter spiraled out of control, I stayed on her side. If only because these two colleagues’ brush with real connection crystallizes what it’s truly like when one person insists something was “important” — while the other retreats.
When Michael asks if this was “a date,” it’s not clarifying so much as strategic, and what’s striking about Noonan’s meditation on misery is how much dating hasn’t changed since 1994. Decades on, “What happened was…” is still how many of us soften our most difficult romantic stories, subtly blurring sharp memories into an arc that’s more survivable. But like Jackie washing dishes, and turning off that (very cool?!) lamp, you have to wonder if we rewrite our experiences primarily because, then, we don’t have to admit to ourselves that we already knew how those relationships would end. When Jackie says, “We all are where we are because we want to be there, right?” it lands like a threat with no weight behind it. And when Michael asks, “What do I do now?” the suggestion to go home isn’t a comfort so much as a guilty verdict. —AF
Read more installments of After Dark, IndieWire’s midnight movie club:
