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What Happens Later

Meg Ryan’s sparkling charm remains firmly intact in “What Happens Later,” her return to movies for the first time in eight years.

Ryan serves as director, co-writer, and star of the film, which is very intentionally a throwback to the kind of feel-good rom-com that made her a superstar. References abound to the 1990s: the decade that gave us such enduring megahits as “Sleepless in Seattle” and “You’ve Got Mail.” There’s an amusing running bit within the airport that provides the film’s setting involving annoyingly upbeat covers of songs by the likes of Alanis Morissette and Sheryl Crow. Even the blandly forgettable title feels like it’s in on the joke. What does “What Happens Later” even mean?

And the characters Ryan and David Duchovny play seem like familiar romantic comedy types—at least for a while, until the film’s quirky energy settles down and gives these actors room to actually act. “What Happens Later” is the first film Ryan has appeared in since 2015 and only her second feature directing effort (her first was the historical drama “Ithaca,” in which she played a supporting role), and this material feels more comfortable in her hands and closer to her heart. The dedication at the end (“For Nora”) is a poignant tribute to Nora Ephron, who wrote and directed those classic Ryan comedies.

Ryan and Duchovny star as Willa and Bill, ex-lovers who run into each other in a regional Midwestern airport and find themselves trapped together overnight when a major snowstorm hits. They haven’t seen each other in over 25 years, but it doesn’t take long for them to start bickering and bantering as if no time has passed. Superficially, it seems as if we’ve seen these people many times before. Willa is a middle-aged version of the Manic Pixie Dream Girl: a “wellness practitioner in the healing arts,” as she describes herself. With her messy, blond waves, boho chic attire, and ever-present rain stick to perform cleansing ceremonies, she almost seems like a parody of the lovably peculiar characters Ryan’s often played. Bill, meanwhile, is buttoned-down and sardonic, a vague corporate type who’s emotionally detached and possessed of deadpan zingers. She’s heading to Boston, and he’s heading to Austin; they are literally going in opposite directions.

How did these extremely different people ever fall in love and spend years together at the University of Wisconsin? That’s what we find out throughout an increasingly intimate and surreal night. If “What Happens Later” feels like a stage production on film, that’s because it essentially is: Ryan adapted Steven Dietz’s play Shooting Star with Dietz and Kirk Lynn. It’s a two-hander, with an omniscient, omnipresent airport announcer providing confusing instructions and, in time, cryptic tidbits of wisdom. The voice is credited to Hal Liggett, but the actor’s true identity remains a mystery.

This conceit, as well as another involving airport signs commenting on the action, may be too twee for your taste. They do grow a little repetitive, calling attention to the fact that the movie would have been more compelling if it had been a little tighter. (There is one that’s good for a laugh, though: a poster for a fake movie called “Rom Com,” which features the tagline “Fall in Love with Love Again.”) But it all comes together to hold these characters in a spell of magical realism. This becomes especially clear when you realize that, eventually, there’s nobody else in the airport—no fellow passengers sprawled out on uncomfortable chairs, no workers scrambling to accommodate disgruntled customers in all the bars and restaurants.

As Willa and Bill explore this abandoned space and allow themselves to reconnect with each other, they revisit fond memories and long-held regrets. Ryan and Duchovny are such pros; they enjoy a lively and tender chemistry, and they find inspired avenues into dialogue that might have seemed clunky or bland in less experienced hands. Ryan hasn’t missed a beat with her comic timing, and her screen presence remains magnetic. And given her glittering career, it’s no surprise that she has an eye for crafting a memorable romantic moment. Here, it takes place on a sky bridge with glass on both sides, allowing the tarmac lights to refract and shimmer as she and Duchovny dance to the Lightning Seeds’ 1989 hit “Pure.”

“What Happens Later” doesn't reach the heights of Ryan’s beloved romantic comedies, but its sweet comforts might be just the ticket if you’re looking for laughter-through-tears on the couch on a Sunday afternoon.

Now playing in theaters. 

Christy Lemire

Christy Lemire is a longtime film critic who has written for since 2013. Before that, she was the film critic for The Associated Press for nearly 15 years and co-hosted the public television series "Ebert Presents At the Movies" opposite Ignatiy Vishnevetsky, with Roger Ebert serving as managing editor. Read her answers to our Movie Love Questionnaire here.

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Film Credits

What Happens Later movie poster

What Happens Later (2023)

Rated NR

105 minutes


Meg Ryan as Willa

David Duchovny as Bill






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