What Happened Was

Cannes Film Fest 2008–Off-Broadway actor Tom Noonan, best known for his offbeat, crazy and villainous roles on stage and screen, emerges as a talented writer and director in What Happened Was, an intriguing, often mysterious drama about a date between two lonely misfits. Sensitively directed, this intense chamber piece for two, features strong performances, particularly by Karen Sillas. Both appealing and disturbing in an idiosyncratic way, this sensitive movie holds some potential on the festival and specialized theatrical circuit.

There's nothing in common between this movie for grow-ups and Hollywood's teenage pix, except their central, universal situation: Dating as a culturally celebrated custom in American life. It's Friday night and Jackie (Karen Sillas), a secretary in a law firm, leaves work early to prepare for a dinner date at her New York loft with Michael (Tom Noonan), a paralegal colleague.

The film's first five minutes, which describe Sillas' nervous behavior and frequent dress-changes, are superbly observed by Joe DeSalvo's restless camera. Every viewer will be able to relate to Sillas' contradictory feelings of tension, anticipation, excitement-and fear.

It doesn't help much that Sillas and Noonan know each other from work, for when he arrives at the door; it's a new ball game with a new set of rules. Indeed, What Happened Was may present the most authentic chronicle of how people actually behave on a date: the discreet moves and countermoves, the fine line between image-projection and negative exposure. It's to Noonan's credit as scripter and helmer that he captures in minute detail the uncomfortable feelings, awkward pauses, and forced smiles.

Jumping from one topic to another, Noonan tells Sillas that he went to Harvard Law School but didn't graduate and that he has been engaged in writing an expose about the firm. Sillas is impressed, but then reveals that she too has written children's fairy tales. Puzzled, Noonan asks her to read one of them aloud, and the couple moves to Sillas' dressing room, a candlelight magical kingdom, decorated with dolls and toys. Dealing with child abuse, violence, and terror, her story proves disturbing to Noonan.

Contrasting behavior in public and private and the difference between appearances and identities, it turns out that most of the characters' self-descriptions are untrue–or inaccurate. A tragic moment occurs, when Sillas' hopes for a sexual interlude are rebutted by Noonan's confusion and fear of intimacy.

There are plenty of shocking role reversals and twists, but the script's most illuminating insights show how well intentioned and potentially pleasurable encounters can turn disastrous and humiliating as a result of differing expectations. Noonan neither pretends to fully understand his personae nor tries to provide facile motivation for their conduct. The beauty and originality of What Happened Was rests on defying the melodramatic conventions of Hollywood's psychodramas.

Though based on a play and honoring the unities of classical drama–time, space, action–there's nothing theatrical or claustrophobic about the narrative. What Happened Was becomes a uniquely cinematic experience due to Noonan's superlative mise-en-scene. Changes in time and physical space, two crucial ingredients of dates, are transmitted by him with remarkable subtlety.

It's rare nowadays to see two-character movies that entirely depend on dialogue–and gestures. Some viewers might find the pacing too slow and the story too stagnant, as there's almost no background music and no fast cuts between or within scenes.

Both Noonan and Sillas give amazingly startling performances as the bruised, isolated individuals. This film should establish Sillas, who has done splendid work for Hal Hartley (Trust, Simple Men), as a dramatic actress of the first order.

Production values are first-rate, particularly Dan Ouelette's remarkable production design of the loft, the film's single locale, and Joe DeSalvo's nuanced camera movement and lighting.

Whether What Happened Was imparts an urban nightmare or reality of alienation is up to each viewer to decide. But it's significant that the film begins and ends with a view of huge, threatening buildings, in which each window might conceal a human mystery.