While leaving the multiplex after watching Bug, I began wildly swatting tiny insects away from my face. They seemed so real -- just like the ones pestering Ashley Judd in this unpleasant psychological thriller. Was I being paranoid -- or were these little critters actually zeroing in on me? My husband assured me he couldn’t see anything, so I calmed down a bit. 

Calming down seems out of the question for Agnes White, the vulnerable waitress Judd plays here. Agnes smokes, drinks, uses drugs and falls for Peter Evans (Michael Shannon), a Gulf War veteran who thinks he’s the subject of a dangerous scientific experiment. Lonely and fearful of her abusive ex-husband (Harry Connick Jr.) plus still grieving over the loss of a child, Agnes becomes intrigued with Peter’s belief that miniscule bugs are attacking his entire body and have also spread to her. It’s not long before this pathetic woman joins Peter in doing drastic things to herself to get rid of these microscopic “aphids.” The couple’s whole motel-room existence soon revolves around bugs, and it’s a very disturbing sight.

To see the beautiful Ashley Judd (High Crimes) brought to such a state of physical and emotional disintegration saddens me. Filmmakers appear obsessed with making her look as unattractive as possible. Still, Judd’s portrayal of a woman descending into paranoia comes across as one of the best I’ve ever seen. In a lengthy, highly dramatic monologue, she turns her character into a textbook case of how a person can pull together everything that’s happened in her life to explain a conspiracy. By the time she finished that terrifying scene, I was emotionally drained.        

Performances by Shannon (the angry gambler in Lucky You ) and Connick Jr. (Hope Floats) also deserve kudos. Shannon created the Peter Evans role on stage (in screenwriter Tracy Letts’ own play), so it’s no wonder he projects the poignant weirdness of this unusual character with such intensity. And Connick Jr. taps into his dark side, as he did in Copycat, to convince us he’s one cruel dude.

If movies were only about acting, Bug would win a high recommendation from me. Unfortunately, this film contains too much talk and too little action. Also, the claustrophobic nature of the setting lends itself to more effective presentation as live theater. Director William Friedkin (The Exorcist) tries to open things up a bit with a couple of scenes outside the trashy motel, but that fails to help much.

Because I was expecting a horror film rather than a psychological drama, perhaps I’m being unfair to Bug. After all, I do FEEL horrible after seeing it.

(Released by Lionsgate and rated “R” for strong violence, sexuality, nudity, language and drug use.)