Meg Ryan and David Duchovny Capture the Magic and Melancholy of Love in What Happens Later

As the de facto face of ‘90s rom-coms, Meg Ryan not only helped create some of the best of the genre, but she also worked alongside the woman who knew how to wrestle the often unruly subgenre into potent submission: Nora Ephron. In their four collaborations together, Ryan obviously gleaned the essence of what made Ephron rom-coms so special, because she’s infused that into her own directorial foray into the genre, What Happens Later. 

Let’s be real: For the cynics, rom-coms are cloying exercises in saccharine misery. For that lot, this movie will also likely be a nose-turner. But for those who believe in love, or at least aspire to, a well done rom-com often becomes a perennial spirit lifter. Cinematic comfort food. As a participatory student of the genre, Ryan gets that, and has no fear in gently sprinkling a bit of whimsy and enchantment into What Happens Later, much like the ubiquitous snowflakes falling through the entirety of the film. She’s embracing magical realism-lite, which manifests primarily in its timeframe (a rare Leap Day) and through an omniscient airport information voice (credited as “Hal Liggett,” but sounding a lot like Dermot Mulroney) that gets a bit more metaphysical and personal than normal.

Aside from those minute digressions, Ryan plays it straight with What Happens Later. Executed as a pure two-hander, the entire story takes place within the span of less than 24 hours, at a snowed-in regional airport somewhere in the middle of America. Two former lovers, Willa Davis (Ryan) and William Davis (David Duchovny)—yes, both W. Davises—have their flights diverted to the middle of nowhere and stumble across one another as they try to figure out alternative flights before a “bomb cyclone” hits. Mother Nature vexes them both so that we can bear witness to the complex stages of their reunion, 25 years in the making. 

The claustrophobic and transient nature of a small airport is an inspired backdrop for the pair to at first bicker, then thaw, then eventually get honest with one another. Willa in particular has been stewing for two decades over the end of their once-loving relationship, and she’s forceful in challenging William to finally get honest with her about why he left. The boxed-in quality of the environment, layered with loud and terrible playlists of pop song covers, feels like Hell’s weigh station—what better place to get raw and truthful about your past?

Ryan and Duchovny both have the charm, mileage in life, and acting chops to adeptly shift from comedy to drama on a dime, which makes What Happens Later work very well. Arguably, younger actors working with this premise would entirely dismantle its plausibility. The potency of poking at lifelong regrets would be rendered a melodramatic cringefest. But that’s far from the case with this duo, who not only have an engaging rapport, but portray their characters’ soft underbellies with vulnerability and maturity. You believe they’ve intimately experienced the very best and worst of one another, and despite the events and assumptions that broke them apart, they snap back into a connection that resonates at the soul level. 

As the night of stasis in the snow deepens, the desolation of the powered-down airport peels away the artifice they carefully constructed around themselves. The shallow “small talk” they initially both mock eventually clears the path for them to confront the long-held hurts they’ve individually nursed in their hearts for decades. All of it unfolds in fits and starts, much like it does in real life, which reveals Ryan’s strength in shifting tonal gears both as an actor and as a film-handed director, guiding the pace of revelations. 

Despite Willa and William fulfilling the “opposites attract” trope, What Happens Later doesn’t devolve into tiresome or shrill ex-couple snipping, where it’s all about the invisible one-upmanship of haranguing one another. While the characters certainly push one another’s buttons, Ryan thankfully takes the softer path of having them both make some emotionally devastating jabs, and then allowing them to walk away to lick their wounds before coming back to try again. And it’s that slow chipping away of themselves that rewards us in the end. Both actors are masterful at accessing their inner truths, reminding us how great they remain as performers. Getting to the root of their real selves is a rewarding journey that flirts with the clichés of the genre, but doesn’t delve into them. Ryan is both clever and restrained in giving us the feelings we want, while tempering the piece with the realities of life. She delves into a bit of the twee with a dance scene that could have used a bit of a trim, and some existential repetition that slows the story a bit. However, What Happens Later is probably the most rewarding time spent stranded at an airport—literally or figuratively—that we’ll ever experience.

Director: Meg Ryan
Writers:  Steven Dietz, Kirk Lynn, Meg Ryan
Starring: Meg Ryan, David Duchovny 
Release Date: November 3, 2023

Tara Bennett is a Los Angeles-based writer covering film, television and pop culture for publications such as SFX Magazine, Total Film, SYFY Wire and more. She’s also written books on Sons of Anarchy, Outlander, Fringe, The Story of Marvel Studios and The Art of Avatar: The Way of Water. You can follow her on Twitter @TaraDBennett or Instagram @TaraDBen