Tom Noonan was so tall that he was frequently taken for a monster. Measuring a lanky 6’5″ isn’t exactly unheard of, and Noonan, who passed away on Valentine’s Day at the age of 74, had a face that could appear plenty warm and even inviting. From a certain angle, he could look a bit like Ed Harris, who has his intimidating moments, sure, but also movie-star magnetism. Noonan, on the other hand, had something in his literally heightened physicality that got him cast as a monster early in his film career, after starting out in theater. One of his first big parts was the terrifying serial killer Francis Dollarhyde in Manhunter, Michael Mann’s adaptation of the first Hannibal Lecter book Red Dragon. The very next year, he showed a softer side of his imposing physique as Frankenstein’s Monster in The Monster Squad, where he joins some scrappy kids in combating an evil plot from Dracula.
These roles informed so much of what he went on to do in mainstream cinema: villain parts, in stuff like RoboCop 2 and Last Action Hero, and another serial killer for a memorably creepy X-Files episode (“Paper Hearts,” apparently written for him); and character-actor parts that included reteaming with Mann in Heat (he plays the oddball hacker) and working with other auteurs including David Gordon Green (Snow Angels), Ti West (The House of the Devil), and Charlie Kaufman (Synecdoche, New York, as well as the stop-motion Anomalisa, where he voice-acts the part of “everyone else” besides the leads voiced by David Thewlis and Jennifer Jason Leigh). He was a welcome presence in both guises, a towering That Guy. What better tribute, in fact, for a That Guy character actor than to play every supporting part in the movie, as Kaufman allowed him to?
But Noonan did occasionally play the lead – in, for example, film versions of plays that he wrote. Perhaps most beloved in some circles is What Happened Was, a two-hander about co-workers on a first date, written, directed by, and co-starring Noonan, a film that won the Grand Jury Prize at the 1994 Sundance Film Festival.

Though Noonan is the chief creative force behind this film (which is currently streaming for free at a number of outlets, including Fawesome), he brackets the movie with scenes of Jackie (Karen Silas) alone in her apartment, busying herself preparing before her date Michael (Noonan) arrives and collecting herself afterward. The film’s theatrical roots are clearly visible here, but not in a way that consigns the movie to the limitations of “staginess”; rather, it just feels honest, as if Noonan is refusing to disguise the material’s origins. He also gives his scene partner space to breathe, helping to assure that Silas’s fine work won’t be overshadowed by the lightly odd and very tall man who shows up at her door.
These touches are some of the many ways that he proves himself adept behind the camera over the course of the film’s 90 minutes. What Happened Was unfolds in more or less real time, as Jackie and Michael — an executive assistant and a paralegal, respectively, at the same law firm — make getting-to-know-you-better small talk, chat about work, eat dinner, and talk some more. Noonan uses camera placement and lighting to practically re-arrange Jackie’s apartment in real time. The movie never feels claustrophobic, though sometimes the space looks intentionally off-kilter with Michael in it.
At one point, when Jackie reads extensively from her own writing, the atmosphere shifts entirely just from the characters moving behind a curtained-off partition in the apartment, where Noonan at one point shoots his own character through a dollhouse window. Jackie refers to what she’s reading as a children’s story but actually sounds like a macabre grown-up fable. (She blithely compares it to the “Grimm Brothers,” though Michael is quick to point out that rarely do those stories include topless bars.) It’s a chance for her to snatch back some awkwardness from Michael, who Noonan plays with discomfiting precision as perhaps and most quietly awkward man alive who isn’t also a complete idiot.

That sense of intelligence he brings to Michael only increases the film’s tension as he repeatedly biffs jokes, misunderstands Jackie’s sensibilities, and discusses his personal projects, including a book he plans to write, seemingly based in part on his experiences at the law firm, whose bosses he evidently can’t much stand. From what Jackie says, it sounds like the feeling may be something like mutual. When she describes their reactions to him, the dialogue doesn’t focus on Noonan’s height or frame, not specifically: “They say you have this weird smirk on your face, like you’re making fun of them. They call you Mr. Strange.”
That could be the name of any number of Noonan characters, including this one. But late in the movie, Michael has a monologue laying bare his insecurities and failings that also exposes how well Noonan has layered these into the character as both a writer and an actor. It’s a heartbreaking bit of business about middle-aged inertia, just getting by while your brain alights with all of the ways you may have already screwed everything up. Appropriately, this honesty may be laid at Jackie’s feet too late. The movie, with its limited frame, is ambiguous.
Noonan’s most famous and recognizable performances, all those character parts and villains, don’t usually have a monologue like that, explaining the specific and self-aware psychology behind their behavior. In most cases, it wouldn’t be appropriate for their screen time or their uncanny affect. But maybe Noonan’s sharpness as a writer and an actor were why those character felt so much more true than they needed to. You could sense that fullness of thought and/or self-doubt behind them. Ultimately, he played his parts as men, not monsters.
Jesse Hassenger (@rockmarooned) is a writer living in Brooklyn. He’s a regular contributor to The A.V. Club, Polygon, and The Week, among others. He podcasts at www.sportsalcohol.com, too.

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