Tom Noonan's name is plastered all over the head credits of What Happened Was..., but this ain't no vanity project. Noonan, who's built like a coatrack, has forged a career out of playing grotesque giants. In What Happened Was..., an adaptation of one of his plays that marks Noonan's feature film writing/directing debut, he delivers his most implosive performance--without the benefit of latex masks--as a character at odds with his surroundings even more tragically than those he indelibly portrayed in the past (eg. the serial killer in Michael Mann's Manhunter, or the monstrous villain in John McTiernan's underrated Last Action Hero).

Lonely Jackie (Karen Sillas) invites co-worker Michael (Noonan) to her apartment for dinner. The movie unfolds in real time as the two of them get acquainted. Michael frequently--and inadvertently--insults her, and Jackie, so hungry for some affection, even if it comes from this arrogant paralegal, yields to everything he says, feigning interest in his unfinished novel and complimenting his pathetic way with sarcasm. They are status quo outsiders both concealing their true selves--or maybe not--for the sake of a successful first date.

The ending of What Happened Was..., which should trigger much uneasy catharsis in singles, is impossible to shake. Noonan has impeccable skills of observation; only Mike Leigh has come this close in recent memory to painting so naturalistic a portrait of workaday solitude. In addition, despite the fact that the material indeed has its roots in the stage, the mise-en-scène shows none of the trappings of theatre-on-film: Noonan uses the camera to his advantage by pushing in uncomfortably close to the protagonists. We become voyeurs while they become mirrors.

What Happened Was... is what the mostly unsuccessful Two Girls and a Guy, a claustrophobic indie in which a two-timing boyfriend (Robert Downey Jr.) is confronted by his lovers, aspired to be. That film's director, James Toback (exorcising another of his maternal crises), pardons the Downey character's infidelity due to personal tragedy, like a note from home. What Happened Was... does not let its players off the hook: Noonan sees Jackie and Michael's evening through to the kind of ambiguous--yet sincerely sad--resolution that is rarely committed to celluloid these days, in independent pictures or otherwise. The man's a poet and a gentle giant.-Bill Chambers