What Happens Later
Theatrical release poster
Directed by	Meg Ryan
Screenplay by	Steven Dietz Kirk Lynn Meg Ryan
Based on	Shooting Star by Steven Dietz
Produced by	Jonathan Duffy Kelly Williams Laura D. Smith Ireland Kristin Mann
Starring	Meg Ryan David Duchovny Hal Liggett
Cinematography	Bartosz Nalazek
Edited by	Jason Gourson
Music by	David Boman
Production companies	Prowess Pictures Ten Acre Films
Distributed by	Bleecker Street
Release date	November 3, 2023 (2023-11-03)
Running time	104 minutes[1]
Country	United States
Language	English
Budget	$3 million[2]
Box office	$3.4 million[3][4]

What Happens Later is a 2023 American romantic comedy film directed by Meg Ryan, written by Ryan, Steven Dietz and Kirk Lynn, and starring Ryan and David Duchovny. The film follows two exes who, after bumping into each other when their flights get delayed due to a snowstorm, spend the night at the airport reliving their past.^[5]

The film was released by Bleecker Street on November 3, 2023.

At an unnamed regional airport on Leap Day, ex-lovers Wilhelmina "Willa" Davis and William "Bill" Davis run into each other and make small talk during their layovers.

Willa and Bill are about to get on their respective flights; Willa is on her way to Boston, and Bill is on his way to Austin. However, a storm, later identified as a bomb cyclone, causes flights at the airport to be delayed, leaving Willa and Bill to reconnect. Bill is married to his wife Beth-Anne, and together they have a 15-year-old daughter, Rose, but Bill says that he and Beth-Anne are “going through a thing.” Rose also wishes to be a dancer, which worries Bill. Meanwhile, Willa plans to visit her friend Ginny, who is splitting up with her husband.

While Willa and Bill reminisce about their past relationship, it is revealed that Willa suffered a miscarriage while she was with Bill. After Bill left, Willa had a little girl with a man who left as soon as he found out she was pregnant. Willa later gave her daughter up for adoption; she was able to find the perfect parents, but Willa does not know where her daughter is now.

Bill mentions that he saw Willa a year prior while she was changing planes in Dallas, but Bill did not say anything to her, stating that she looked lost. Bill obtains a hotel voucher but is unable to reserve a room. It is announced that Willa's flight to Boston is now boarding, but she ends up giving up her seat for a family. Willa tries to give Bill her ticket after upgrading to first class so he will not miss Rose's recital, as both Bill and Willa are “W. Davis”. Bill refuses. Willa mentions that Beth-Anne called earlier, while Bill was grabbing coffee, to say that Rose does not want to stay with him but with Beth-Anne instead for a few weeks. Bill then takes the ticket only for all flights to be suspended suddenly.

Rose calls Bill, and Bill encourages her to try her best at dancing; earlier, Bill told Willa that he had told Rose that she would not make it as a professional dancer, making her sad. Willa tells Bill that she is actually going to Boston to meet her daughter; Maggie, who just turned 20, called Willa and told her that she would like to meet. Earlier, Willa, using Bill's phone, texted Maggie, saying that she was not going to come. Maggie then replied, telling Willa to just try. Initially, this was seen as Willa texting Ginny.

The next day, all outbound flights are then announced to be departing shortly. Willa gifts Bill with her rainstick, and Bill gives Willa an old card, saying that he will write his number on the back. They then exchange a kiss before leaving to board their flights. Willa turns Bill's card over to discover that he only wrote "just try." Willa and Bill exchange final gestures through the windows of their planes, which are parked next to each other. Bill tries to sign his phone number to Willa, only for their flights to depart as the contrails from the planes form a heart.

• Meg Ryan as Willa
• David Duchovny as Bill
• Hal Liggett as airport voice

Meg Ryan first announced the film was in development in a May 2022 Instagram post.^[6] It is Ryan's second feature film as director, after 2015's Ithaca,^[7] and also her first film as an actor since Ithaca.^[8]

The film is based on Steven Dietz's 2008 play Shooting Star.^[5] It is produced by Jonathan Duffy, Kelly Williams, Laura D. Smith, and Kristin Mann.^[9]

Principal photography began on October 26, 2022, in Bentonville, Arkansas.^[10][11]

What Happens Later was originally scheduled to be released in theaters on October 13, 2023, but was moved to November 3 to avoid competition with the Taylor Swift concert film Taylor Swift: The Eras Tour.^[12][13][14]

In North America, the film made $601,372 from 1,492 theaters in its first day, and went on to make $1,522,750 from its opening weekend, finishing in ninth.^[15][4]

On the review aggregator website Rotten Tomatoes, 51% of 73 critics' reviews are positive, with an average rating of 5.2/10. The website's consensus reads: "A pair of beloved stars and a refreshingly mature take on rom-com tropes are almost enough to overcome What Happens Later's increasingly cloying execution."^[16] Metacritic, which uses a weighted average, assigned the film a score of 59 out of 100, based on 21 critics, indicating "mixed or average" reviews.^[17] Audiences polled by PostTrak gave it a 43% overall positive score, with 25% saying they would definitely recommend the film.^[15]

• Official website
• What Happens Later at IMDb