WHAT HAPPENED WAS... (1994)

At first, Tom Noonan's What Happened Was... seems little more than a diverting stunt. On a Friday night in Manhattan, Jackie (Karen Sillas), an executive assistant, cooks dinner for Michael (Noonan), a paralegal who works at the same law firm. It's their first date -- the entire film unfolds over one evening, in Jackie's dimly lit apartment -- and as the wine flows and the two struggle to make small talk (''You know,'' observes Michael, ''birds are really dinosaurs!''), the atmosphere of stammering, paranoid anxiety seems quaint, almost dated, in its comic familiarity. Didn't we laugh at this 17 years ago, when Annie Hall and Alvy Singer conversed through forced grins? By now, even most high school kids aren't this visibly nervous on a date.

But then, as Michael and Jackie relax and reveal themselves, ''What Happened Was...'' begins to involve us in unfamiliar ways. Noonan, who wrote and directed the film, is a New York theater veteran who has had one memorable screen role: the serial killer in ''Manhunter,'' a psychotic spectre at once fragile and terrifying. Here, he uses his eccentric looks -- the toothy leer, the bald head hanging down from his towering frame like a sunflower -- to create a similar sense of emotional dislocation. Michael, who dropped out of Harvard, is a hostile underachiever who mocks the lawyers he works for and thinks that makes him a rebel. He ridicules others for succeeding at what he's too frightened to do himself. ''I'm not like most people,'' says Michael. ''My face doesn't have much to do with what I'm feeling.'' ''What Happened Was...'' is an unsettling glimpse into the feelings that all our faces hide.

Jackie has secrets of her own. Friendly and seductive, she is also a wayward spirit who, in her 30s, believes she has run out of men to love. In the film's searing highlight, she reads one of the children's stories she writes, an apocalyptic fever dream that speaks mostly to the lost child in Jackie. As freakishly compelling as Noonan is, it's Sillas who emerges here as a major performer, her sad, sultry intensity transforming the movie into a slow-burn neurotic rhapsody. ''What Happened Was...'' starts out as a comedy of courtship quirks, but it ends by using romance as a lens through which to view that modern affliction, the cosmic self-doubt that reduces us to shadows of what we might have been (and could still be).

You Might Also Like

• Online-Only DVD Review The Monster Squad (Jul 24, 2007) | Jason Clark
• Movie News 'WHAT' WAS HE THINKING
• Pop Culture News 6 KAREN SILLAS
• Television News BEAUTY AND THE BEAT | Bruce Fretts
• DVD Review Can't Hardly Wait (10 Year Reunion Edition) (Sep 30, 2008) | Nicholas Fonseca
• DVD Review Then She Found Me (Sep 02, 2008) | Missy Schwartz