Tom Noonan on "What Happened Was ..."

What was the genesis of What Happened Was ...?

TOM NOONAN: I had never written a play. I'd written a lot of movies. So when I original wrote What Happened Was ..., I was going to do it at the theater, but the intention was to do it as a film.

I always thought of it as a screenplay, and because I'd never acted in something I'd directed, I thought, 'Well, if I do it on stage for a while, in front of an audience, I'll find out what the thing's about.' And, because I was acting in it, I wanted to make sure that we'd worked out all the acting parts before we shot it.

We did it for six weeks as a play. We rehearsed for a month and a half. And then, on the last night of performance in the theater, we took out all the chairs, and we shot the script in the theater -- I'd made the theater look like an apartment. Then, for the next six months after that, before we shot the film, we rehearsed pretty regularly. We rehearsed for eight or nine months before we shot, a couple times a week.

That's a lot of rehearsal.

TOM NOONAN: My general rule is that either you rehearse a lot or you don't rehearse at all. If you rehearse the middle, you end up not being authentic and kind of looking like you are.

When I finally shot the film, they would say, 'It's your close-up, Tom,' and I'd say, 'Okay,' and I'd just sit there and just talk. It wasn't like I was acting; I'd done it so often and what was going on seemed so real to me. I didn't have to worry about learning the words or learning the blocking or doing any of those things that you have to worry about when you're doing a film. It completely went away. It was just me, just being there. So it felt very real to me.

The movie is relatively simple when you first look at it, but it's actually got a lot of sophisticated stuff. The camera moves are all perfectly timed to counts. By the time we shot the film, everybody in the crew knew the count on every dolly move, on everything. It was very choreographed.

There's an amazing cut in the film, early on in the date, when he accidentally touches her, and it's a very quick cut ...

TOM NOONAN: There are very few cuts in the film, so when you put a cut in like that, it's very powerful. I knew that was the case and I shot it with that intention of possibly cutting it in.

There's a moment when you're sitting down in a chair, from standing, at which point it's impossible for you to stand back up again. And I find that kind of moment very dramatic.

What happened in that moment was I reached out to her with the intention to reassure her, because she seemed really nervous. And at that moment, she turned and I inadvertently touched her, not on her butt, but close, without meaning to, because I'd already started the motion and by the time she turned, it was too late to stop.

When we did the play, we rehearsed that moment over and over and over again, for days, the timing of it. Because if I touch her too soon, there's no way that she can bend over; and if she bends over, and then I touch her butt, it looks stupid. It has to be perfect.

Have you ever locked your keys in the car and as you slammed the car door you see the keys on the dashboard but your arm keeps going because the signal hasn't gotten there yet?

That's the moment I was trying to create. It happens all the time in life. I knew the wide shot wouldn't get it, and if I covered the whole thing close you wouldn't get it, so I decided to do this wide shot into an insert, to create this jarring, embarrassing moment.

It took a lot, a lot of work, rehearsing for months to get it to seem real. And we would do that for hours on end, I'd reach and she'd turn, trying to make it seem believable. It's very difficult to do that and not make it look phony.

How did live audiences react to the script when you performed it as a play?

TOM NOONAN: People were very uncomfortable, because we were pretty good at acting it. Part of the problem, during the play, was that people got so uncomfortable -- because it was like being on a first date with somebody that was not going well -- that people really didn't want to be there.

And part of what I would try to do during the play, and in the movie, was to not make people so uncomfortable that they didn't want to watch. I wanted it to be funny and make them engaging enough and compelling enough that you'd stay with the story even though it was painfully awkward.

There were times when I was doing the play when I could tell that the audience couldn't wait for it to be over, because they couldn't stand how awkward it was for the two of us. They just wanted me to leave and let this poor woman go to bed.

One of the great lessons I learned doing it was that the story of a movie does not have to depend on the story of the script. What I mean is, there were nights when we would do the play when I could tell that the audience hated me.

And there were other nights when I did the play when I could tell that the audience thought, 'Oh, this poor guy. He's being manipulated by this woman, who has invited him into her apartment on her birthday, and is setting him up to be disappointed.'

And other nights, again, people would go, 'This smarmy, condescending, asshole guy is just playing with her like a bug.' And it would change, night to night, and the story would be very different.

I learned a lot doing the play in front of people, because that's something I wanted to have in the movie. At times you think, 'God, this guy is such a jerk,' and other times you think, 'God, why doesn't she give him a break?'

The narrative of that script can hold a lot of different interpretations and different stories, without giving away that he's the bad guy and she's good.

It's really both all the time, which is what life's like.