‘What Happened Was...’ (NR)

The dialogue of "What Happened Was . . ." could hardly be heard over the flappitah-flappitah of theater seats being abandoned by exasperated viewers at a recent screening of this tiresome picture. Written and directed by Tom Noonan, who also has a starring role, the film is an uneventful actors' exercise better suited to off-off-Broadway theater.

Noonan, who usually plays villains in such Hollywood thrillers as "Manhunter," developed this talky two-person drama because he wanted to do a project that was "quiet and nonviolent." Noonan developed the script during a series of workshops with the Paradise Theater company, but it never really grows into anything more than a study in character development.

Set in a one-room apartment, the movie is visually inert, and its action is stagy and rather frantic. Karen Sillas, best known for her roles in Hal Hartley's films "Trust" and "Simple Men," plays Jackie, a voluptuous young legal secretary who scurries around her efficiency as she prepares dinner for her mousy co-worker, Michael (Noonan).

A finicky, middle-aged paralegal with a moist, limp handshake, Michael makes awkward conversation while Jackie microwaves a frozen scallop casserole and pours the chardonnay. They gulp down a couple of glasses in hopes of smoothing the evening's edges, but neither is skilled at social ritual, much less at picking up the other's subtextual cues.

While a 10-year-old would pick up on Jackie's blatantly erotic cues, Michael goes on discussing office politics, dinosaur bones and the physics of microwaves. Finally, she hits upon a subject of mutual interest; it seems that he is writing a book about the firm, and she is compiling a collection of children's stories.

When she agrees to read one aloud, however, it proves to be a gruesome story of child abuse and neglect that is clearly autobiographical. The scene is a touching and funny one, expressively acted by both Noonan and Sillas, whose nuanced performances are not the problem. It's just that they're playing characters in search of a story with a point of view.

Noonan, who puts the audience in the position of eavesdropping on this pathetic pair, is neutral in terms of what he thinks about them. Are they good together? Is this the beginning of a relationship or the end of one? Can they help each other grow or would they eventually destroy each other? As a writer-director, Noonan is as mealy-mouthed as Michael. "What Happened Was . . . " not much.