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.

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.

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.