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

Tom Noonan is an American actor, director, and screenwriter, best known for his roles as Francis Dolarhyde in Manhunter (1986), Frankenstein's Monster in The Monster Squad (1987), Cain in RoboCop 2 (1990), The Ripper in Last Action Hero (1993), Sammy Barnathan in Synecdoche, New York (2008), Reverend Nathaniel in Hell on Wheels (2011–2014), the Pallid Man in 12 Monkeys (2015–2018) and as the voice of everyone but the two main characters in Anomalisa (2015).