What Happened Was...

What Happened Was
Theatrical release poster
Directed by	Tom Noonan
Produced by	Scott Macaulay, Robin O'Hara
Written by	Tom Noonan
Starring	Karen Sillas Tom Noonan
Distributed by	The Samuel Goldwyn Company
Release date	26 January 1994 (premiere at Sundance) 9 September 1994 (USA)
Running time	91 minutes
Country	United States
Language	English

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

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

What Happened Was... has an overall approval rating of 90% 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."