"What Happened Was..." is a 1994 American independent film written, directed by, and starring Tom Noonan. It is adapted from Noonan's own stage play and centers on two lonely coworkers, Jackie (Karen Sillas) and Michael (Tom Noonan), who work at a New York law firm and decide to have a dinner date at Jackie's apartment. Over the course of the evening, their initially playful interaction turns into an emotional and revealing encounter where they expose their insecurities, loneliness, and hidden aspects of their personalities

. The film explores themes of human connection, vulnerability, and the difficulty of forming genuine relationships in a modern urban environment. Michael is portrayed as a socially awkward and insecure man who lives in a fantasy world, while Jackie is more grounded but equally lonely. Their interaction reveals their emotional struggles and the masks they wear in daily life. The story culminates in a poignant moment where Michael finally opens up honestly to Jackie, leading to a bittersweet and heartfelt conclusion about the challenges of intimacy and understanding between people who have known each other superficially for years

. The film won the Grand Jury Prize and the Waldo Salt Screenwriting Award at the 1994 Sundance Film Festival and is noted for its intense, dialogue-driven narrative and strong performances. It is regarded as a landmark work in American independent cinema for its authentic portrayal of dating and emotional isolation