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Jackie is an executive assistant at a large law firm in New York. One night, she invites Michael- a coworker- for dinner at her apartment. Both of them are nervous, having never been alone together. As the night unfolds and the drinks flow, their conversation turns from awkward small talk to more important issues. Michael is trying to write a book- and has been for 15 years- about the goings on inside the firm. He is something of a pedant, though Jackie has feelings for him. Whether they are reciprocated or not remains to be seen in Tom Noonan's 'What Happened Was...'

A darkly comic, fascinating character study, 'What Happened Was...' is based on Noonan's play of the same name, and is a tense and profound examination of the lives of two lonely people. Essentially a filmed conversation- like 'My Dinner with Andre'- the movie boasts excellent, believable dialogue that ebbs and flows like it would in real life. Never for a moment does one feel as if the proceedings are scripted or staged, and watching Jackie and Michael really get to know each other makes one feel like a voyeur spying on a real conversation.

Noonan's characters are flawed, strange and startlingly realistic. Over the course of their evening together, we learn about Jackie and Michael's lives and desires, and how each of them manages to face a world every day that they find cold and cruel. Unlike 'My Dinner with Andre', which was centred on two rather pretentious and garrulous people, the conversation between Jackie and Michael isn't a constant stream; the film isn't a sparring match between witty monologists. It is a bleak and poignant story of two lonely souls trying to connect, with moments of dark humour and unexpected revelations. 'What Happened Was...' won the Grand Jury Prize and the Waldo Salt Screenwriting Award at the 1994 Sundance Film Festival; and rightly so, as it is gripping from start to finish.

Joe De Salvo's cinematography is minimalistic and realistic, as is Andras Kanegson's set decoration and Daniel Ouellette's production design; reflecting the somewhat claustrophobic, intimate nature of Noonan's narrative. The picture was shot in one location, Jackie's apartment, which is decorated simply with objects that reveal aspects of her personality and background. De Salvo makes use of subtle and unobtrusive camera angles, avoiding flashy or dramatic shots which would distract from the dialogue and the actors' understated performances. Minimalist and striking, 'What Happened Was...' contains memorable, muted visuals that enhance the story.

'What Happened Was...' stars Karen Sillas as Jackie and Tom Noonan as Michael, both delivering power-house performances full of subtlety and nuance. They manage to create a believable and complex relationship, balancing moments of tension with humour and attraction with repulsion. Furthermore, they handle the challenges of performing a script based on a play, with a few long, intricate monologues each, without losing the attention or the interest of the audience. Both display the insecurities of their characters marvellously, never resorting to theatrics or going over the top, and share a seemingly genuine chemistry. Understated and powerful; Sillas and Noonan's performances are not easily forgotten.

As is the case with the film as a whole: it is hard to forget. 'What Happened Was...' is a fantastic, believable character study about two profoundly realistic characters that enchants and entertains. Full of dark humour and genuine human drama, the movie showcases Noonan's remarkable abilities as a writer, director, editor and actor. Karen Sillas proves to be his equal, delivering a subtle performance of style and wit, and the muted visuals are striking. In short, Tom Noonan's 'What Happened Was...' really is a night to remember.

I watched this movie the other night and I thoroughly enjoyed it. However, you must be in the proper mood to enjoy a movie such as this. This movie centers around 2 lonely characters, man and woman, on a 'first' date at the woman's apartment. This movie is not too funny nor is it fast paced. The movie simply tries to flesh out each person's character for 90 minutes. This movie also led to some candid discussion between my fiancé and I, especially about the man's 'troubles' at the end of the film. We also discussed if there would be a 'second' date between them. The movie is steeped in realism and is shot very well. Worth a look if you're in the proper mood for a slow but interesting, character development story. 6 out of 10.

A daring movie with few equals: a journey into the heart of darkness of the date from hell. Two seemingly quiet, reserved folks teeming with disturbing secrets and half-truths reveal themselves to us and each other in an increasingly frightening crescendo. Deception, life, the skeletons of a nightmare closet. Gripping, a bit over-long, perhaps, but well worth the time. As of this writing I have rented and seen the film 4 times and each time I've learned something about myself, about my world and about vanity, trauma and deception.

***SPOILERS*** " What Happened Was" is a story about hurt and loneliness in the big city and how it effects two people Michael & Jackie Tom Noonan & Karen Sillas, who are co-workers at a big NYC law firm.

Michael is a paralegal and Jackie is an executive assistant as they both spend what at first seems to be a quite evening dinner at Jackie's apartment that leads to an emotional explosion which exposes the mask that they've been wearing at their job all these years. Jackie really likes Michael very much and finds in him the reason for her to get up every morning and go to work. Single like Michael she as well as him want to have a relationship to put a wedge between the loneliness that they both feel but living as they do in a major modern metropolis in a way forces them not to be themselves.

Michael is far more deluded then Jackie, who's more down to earth and honest about herself, in him thinking that he's a big time social activist who's writing a book, that he tells Jackie took him fifteen years to write, about the law profession and how it hurts those that it deals with. Michael in fact is really a very insecure young man afraid of facing life and thus losing himself in a fantasy world that he created for himself inside his living room watching TV shows mostly on the Discovery Channel. It comes as a great shock to Michael's ego when Jackie shows him a children book that she wrote that was published unlike his imaginary work on social injustice.

Throughout the entire film Jackie does what she can to loosen Michael up, with almost an entire bottle of wine, and in the end he does seem to come out of his shell and really starts to get it on with Jackie. Still his insecurity keeps him from really being responsive to her feelings about him and it's that reaction that leaves Jackie in tears as she feels she made a fool of herself trying to get Michael to fall in love with her like she's with him.

Michael is finally brought down to earth when he realizes how he hurt Jackie with his overwhelming sense of self-importance. Michael's clumsy attempt to make things right after he tried to leave her just as Jackie thought he would stay over night left her with a sense of outraged. It's then that she tells Michael just what she thought of him, this after how she felt all this time about him, and how he was the only person to make her happy in the office that they both worked at. That revelation by Jackie hit Michael so hard that for once he opens up to her and is honest about himself, not at first realizing her feelings that she had for him, and tries to make amends for what he, unconsciously, put her through that evening.

Heart-felt and moving film about how people have trouble connecting with each other and how two people who worked and were friends for years at the job together are like fish out of water and strangers when they meet and try to start up a serious relationship out of the workplace.

This movie may not appeal to all people (as I see from another comment) but was a great, biting, black movie with A+ dialogue. It brings you into the lives of two people, who are not all they appear to be. Tom Noonan is a brilliant screen writer. It is a one-room setting, like a play, but reels you in regardless (like Lifeboat). If you don't appreciate dialogue and the idiosyncrasies of human nature, you will not appreciate this movie.

An astonishing, captivating film. One of the toughest tricks to pull off is making film people talk like real people; director/writer Noonan does it o.k. This film generates a prickling, enjoyable sense of unease in the viewer, which gives way to discomfort and then alarm; and then on to awkwardness and the hope for reconciliation.

The only other Noonan film I've seen, apart from his cameo in the enjoyable hokum `Heat,' is `The Wife,' which I feel is less successful. One of the small cast of that film is Wallace Shawm, star of `My Dinner with Andre,' which has been mentioned her by another reviewer. As he says, `What Happened Was' is on similar territory to `Andre,' but it's much more somber and doesn't give that `redeeming' feeling at its end. Demanding and rewarding.

Two office Co-workers do dinner and play with each other's insecurities and paranoia . A very theatrical piece saved by a witty script and unusual situations. Watching this makes you feel rather uncomfortable because of the high tensed atmosphere of uncertainty and discomfort created by the two only actors who occupy the entire film with great success.

This movie is certainly NOT for everyone. And I would whole heartedly agree with people who feel mislead by the cover of the videotape because it doesn't create any idea of what the movie is. What the movie is, is a very finely crafted film much like "My Dinner With Andre" but much more somber. The layers of these characters peel off as they become more and more comfortable with each other and it creates for an almost voyeristic feel that lends the movie an immediate impact credibility. This movie is reflective of how many, many people interact and present themselves as something they are not and how fragile people can really be. We see and work with people every day who could be lost souls, lonely hearts, broken egos etc.....and this movie simply reminds us that not everyone is what they seem and that the world is full of lost, lonely people. Obviously not a subject that lends itself to the average movie-goer but if you like outstanding writing and want to see what can be done with TRULY indepenent movies, this is the movie for you. I HIGHLY recommend it to literate movie fans.

I do admit I bought that movie because of the cover. Its kind of funny and also a bit nonsense. It made me think that might be a comedy to laugh out loud for an hour or so. Well it turns out to be something else. The slow progress of the film in an apartment prepared a good run for what is coming. It backs up how the strangeness of the two actors to each other develops more intimacy and understanding on each other. Both of them worry about if they'll give a bad impression being themselves and so they try hard to build a pleasant image. what really works at last is a very simple and sincere heart to heart chat.

The making of the movie is simple enough. No big production. No digitally edited pictures. The dull fixtures contrast well with the actors' characters which are feeling lonely and longing to have their emptiness to be filled.

The movie is good but here is the reminder: If you don't really enjoy knowing people through their conversations, better pick other movies.

I can't say if it is a good or bad movie, but what I believe is that it is a real life movie: I must know it, it describes what many of us have lived in real life, actually, it is a mirror image of many lives. I do not mean by that I am some dysfunctional guy, but everybody has a little of that. You should watch it; it is possible that you may find yourself re-living some personal experience. It is not a typical Hollywood movie, it is a rather practical and real life experience that as you watch you begin feeling as if some knew about you and made it a movie. I watched this movie with my wife and she kept on joking about how similar the story was with our first dates.

Jackie, a secretary in a legal firm, invites Michael, a paralegal in her office, over for a dinner date. The film follows the course of their evening as the two manage to surprise each other with hidden, unexpected twists of character.

In many ways, this is not unlike Richard Linklater's "Before" trilogy, because it amounts to basically a couple in conversation for 90 minutes. The key difference, however, is that Linklater utilized some great locations. Noonan adapted the film from a stage play, and this is quite evident... it could easily be shot in one room, whether it be an apartment, a library, or pretty much anywhere.

The writing is good and the acting is strong, but the film itself is just alright. It never really rises above the stage play, and it seems a shame to translate something from a play to a film without making the necessary adjustments.

Tom Noonan and Karen Sillas portray a disaffected NYC couple- co-workers who are now on a dinner date.

Tom Noonan is somewhat menacing and unpredictable. Interesting presence. (You may recall him from "Manhunter"). Basically, the film develops as the two discuss their jobs(which they hate) but they have other projects in the works, Sillas published a children's book.

Tom Noonan portrays an Ivy League graduate, working as a paralegal who is both amused and disgusted by the attorneys at the firm. He is defensive about why he works at said firm, and Sillas finds him interesting, saying he must have some grand plan to get revenge on the attorneys at the firm.

The only somewhat nebulous plot point is where Sillas reads the "children's book" she has written, which turns out to be quite violent. I will not spoil it for those who have not yet seen this movie, but suffice it to say, it is very strange.

All in all an entertaining film, about alienation and dating in NYC, which has a creative distinction- it is one film in the past ten years that does NOT try to imitate Woody Allen!. 8/10

Jackie Marsh (Karen Sillas) is an executive assistant at a New York law firm. She has invited co-worker Michael (Tom Noonan) to her apartment for a first date.

It's a simple two-hander based on Tom Noonan's original stage play. He's also the director. This has all the awkwardness of a first date in a good way. At first, I was concerned about the size of the apartment until she reveals her couch folds out into her bed. It's apparently an one room apartment although it's a very big room. This movie is one slow reveal of the characters' inner self after another. It's the actors doing good works.

Tom Noonan's excellent play describes two lonely, damaged people trying to connect, and in the process dark secrets emerge. The only hope for these people is that however difficult, by confronting the demons their respective pasts hold for them, a chance of an honest relationship becomes possible. Kudos to Noonan for keeping the delicious tension new relationships have by his treatment of the ending.

Stay with it. It's worth the time.

Two work colleagues share an awkward first date in the woman's high rise apartment in this unusual film written and directed by and starring Tom Noonan. The movie is based on a stage play that Noonan wrote and he turns it into a very cinematic experience with lots of mobile camera-work early on and some unsettling cutaway shots later on as lead actress Karen Sillas reads a ghoulish children's tale. The juice of the film comes from the constant sense of uneasiness in the air and a general sense of something sinister afoot. Both characters have moments in which they seem borderline psychotic and it gradually becomes clear that they are not as good friends as they thought they were when together in the workplace -- which may be the very point of the film. Promising as all this might sound, the film never quite capitalises on its implications of sinister things out there. Noonan's constant glances out the window (and the voyeuristic shots that look back at him) create a particularly ominous mood in the story-reading scene, but this mood shatters once the story is over. Other offbeat touches, like a fluorescent light flickering as Noonan enters the apartment, also add little to the tale. If not a wholly satisfying film, 'What Happened Was...' is at least daringly different and it is incredibly encapsulating for a film that essentially just consists of two people talking. Both characters are extremely easy to relate to, and some of the more subtle directing touches (silences; repeated dialogue) go a long way to rendering both of them as very human despite their individual quirks.

What Happened Was is a movie of creepy intensity that is both affecting and disturbing. Talented writer/director/actor Tom Noonan allows the viewer to be a fly on the wall for a first date that starts off awkward and painful and then veers into the uncomfortably intimate. Michael and Jackie could be anyone you work with, pass every day in the hall, and never realize what's going on in their strange inner worlds. Lonely and simultaneously starved for meaningful human companionship and afraid of it, by the end of the date Michael and Jackie reveal themselves in ways that are real and fascinating while also being scary in a way that few movies are. A must see for anyone interested in the dark recesses of the human mind.

It would be a lie to call this movie plot-driven or straightforward. If you're one of those people who likes a story with a clear outline, beginning and end: this movie is not for you. Those who enjoy people watching and character-based films on the contrary, are in for a treat!

The acting in this movie is absolutely great. The rest of the setting are simply props, like in a theatre play. Everything revolves around two people pushing and pulling towards and away from each other, while trying to forget their own neurotic tendencies in favor of romance.

'What happened was...' tells you exactly what happens on one date between two people, without ever trying to overly explain anything. You are watching them in real time, without a before or after. The pace therefore is sometimes a bit slow, but this contributes to the experience of watching some sort of anthropological case study.

There are some magical, even rather spooky elements, but not gratuitous. Everything adds to slowly discovering the protagonists' inner turmoils, hopes and fears.

Essentially a one act play about the pathos in the meeting of two lonely, damaged people who can't communicate their feelings and intentions, this character study reminds you of the most disturbed Woody Allen personas, and Brando's character in "Last Tango in Paris"- narcissistic, haunted by the past and continually oscillating between isolation and the desire that someone will rescue them from deep seated shame. Unpretentious, tense and compelling, "W.H.W" never lapses into sentimentality, and seems more focused than comparable more recent films such as "Heavy". It succeeds because of its sensitive treatment of a difficult subject.

I remember "What Happened Was..." getting released in 1994, but at that age I wasn't watching arthouse movies, so I didn't see it. I've finally gotten around to seeing it. Tom Noonan's movie casts him and Karen Sillas as people having a dinner in her New York apartment and having a long conversation. If this sounds like "My Dinner with Andre", then it is the same sort of movie, except with a different kind of discussion. The discussion in the other movie was a condemnation of the art world's superficiality. The discussion here covers a variety of topics. It's the sort of movie that tests your attention span.

If you're only into movies with nonstop explosions and car chases, then this movie won't be for you. It feels very much like a play, emphasizing the dialog as the protagonists reveal the ups and downs of their lives. The characters' complexity and the profundity of their conversation is something that could only come from one of the '90s arthouse movies (it was the golden age of indies, after all). There's no BS about it, just the characters having a frank, realistic discussion about the good and bad.

All in all, this is one movie that film buffs have to see. It's nice to see a movie that isn't superheroes, aliens, etc, but it's especially good to see one this honest. Check it out.

I really loved this movie. The situation is easy to relate to, at least at the beginning. These two office workers are lonely and want to find someone, but each is struggling with "how to begin" and "what to reveal." I laughed at each of the characters and felt sorrow for each of them as well. The climax, I believe, is her monologue about the children's book she is writing. She delivers a fine performance, and Mr. Noonan's response is perhaps that of the audience. I shifted in my seat, peering into a soul perverted by anxiety and solitude. In one final coup, however, Noonan leaves us hanging, with the man more interested in trying again than the woman. Nice. I was never bored with this film, not once.

This movie was a complete farce from the very beginning. It's sexually oriented cover and classified as an "after hours" movie in the video store lead us to believe we found a comedic and entertaining adult movie. What we received was a reprehensibly scarring experience. We were expecting sex and received a psychological mind-f*ck of baby cannibalism and haunting symbolism. I will never regain the innocence I lost viewing the aforementioned movie.

Tom Noonan is brilliant. His direction & acting performance are excellent. Though 'lonliness' is not an uncommon theme in many films, I think this film anticipated the situation many people would find themselves in this 'brave new world'. Sweet, heartfelt, tragic and wonderful. Highly recommended for fans of obscure but very cool low budget indipendent films.

"What Happened Was" is a movie for those who liked "My Dinner With Andre." It's adult entertainment in the best sense.The film consists, except for a few brief moments without dialogue at the beginning, of a dinner and post-dinner conversation between a secretary and a paralegal at their law firm. She has been attracted to him and hopes the dinner will bring them closer. It does, but in ways she did not intend. He is an older law school dropout who has charmed her at work with his witty sarcasm directed at the lawyers. Both are lonely losers, and a Hollywood film would have them find love and happiness in each other's arms. But this Sundance winner, written and directed by Tom Noonan, who also plays the male role, is entirely more realistic; thus, it's less satisfying emotionally but more stimulating intellectually. Noonan's character, Michael, full of tics and hesitations, is hard to like.You will find yourself saying, out loud, perhaps,"Tell that nerd to go home and find yourself someone else!" Karen Sillases Jackie is easier to root for. She is yin to Michael's yang, and the point of view of the film is largely hers. Only at the very end do you find out a bit about what makes Michael tick (npi). It is hard to think of a protagonist as feckless as Michael; you'd have to go back to Oblomov. He should remind you of at least one professor you suffered under. Hey! Maybe that's reason NOT to watch the film.