"What Happened Was . . ." is one of two films starring Karen Sillas (heretofore best known for roles in independent filmmaker Hal Hartley's "Trust" and "Simple Men") that made a splash at the Sundance Film Festival this past January.

The other is an eccentric, low-budget road picture called "Risk," which was singled out for Sillas' performance, though the film itself didn't garner particularly good marks from critics.

But "What Happened Was . . ." went on to win the festival's grand prize in the dramatic category, as well as the Waldo Salt Screen-writing Award. Among other things, the film provides a marvelous showcase for Sillas' talent. (She is now the star of a CBS television series, the police drama "Under Suspicion.")

"What Happened Was . . ." is something of a theatrical conceit, written and directed by Tom Noonan and based on his play. Noonan also co-stars with Sillas in what is essentially a two-character exploration of a nervous first date.

Sillas plays Jackie, an executive assistant in a law firm, where Michael (Noonan) is a paralegal. She has asked Michael to dinner at her apartment and the film is little more than their tentative attempts at small talk - which often becomes cross talk - as they dine, chat superficially about themselves and eventually try to decide whether or not they've hit it off.

Though neither character proves to be what she/he seems to be, there are no huge revelations here - save, perhaps, a sequence toward the end that has Jackie reading the first chapter of a novel she's published with a vanity press company. Titled "What Happened Was . . . ," she describes it as a children's book. But in fact it is a very adult story of the world's most dysfunctional family, and it is equally horrifying and hilarious. But it is left to us to decide how much of it might be autobiographical.

This sequence garners some big laughs, but it is also the film's most contrived element. The bulk of the movie is more about the offbeat internal workings of two inner-city people who are lonely, approaching middle age and don't have a clue about how to begin a relationship. (But then, who among us does?)

Noonan especially excels at the rhythm of language, and he and Sillas are terrific as their characters approach each other with trepidation and then shy away, moving back and forth as they develop a choreographed intimacy that becomes increasingly cautionary as the evening progresses. They aren't sure how to read each other, they can't quite peg the other's sense of humor, etc.

Noonan's direction is also notable, giving life to what might have been a very static film. This one really moves and breathes. And by the end, the characters are revealed to be quite different from our initial impressions, having deepened their resonance with the audience.

"What Happened Was . . ." is not rated but would probably receive a PG-13 for a few scattered profanities.