by MaryAnn Johanson & r & & r & Bug & r & & lt;span class= "dropcap " & T & lt;/span & he distant thwack thwack thwack of a helicopter. The buzzing of a dying smoke detector. They sound like bugs. Skittering around in every corner of the grungy motel room where Agnes lives. If you can call it living.

Where Bug succeeds, it does so by inducing in you the ordinary distress of modern living that Agnes lives with on a daily basis. She drinks too much. She does drugs. She has, at best, one friend to speak of. She is harassed via telephone by her ex-husband. And she's got other ghosts haunting her, too, we later discover. Ashley Judd is appropriately worn-out and grungy as Agnes, makes the waitress a fragile, desperate creature, at once sympathetic and shockingly weak, and she's the best reason to check out this flick. (Harry Connick Jr. shows up later as Agnes's deliciously disgusting ex, and he's a revelation, too.)

So when I tell you that you'll be itching all over by the time Bug is finished with you, you have to know that it's because it gets under your skin not in the way of sadistic slasher films, burning your eyes out of your head with gruesome imagery you'd rather never have seen, but because you will have become convinced -- almost -- that Agnes's descent into madness is an entirely reasonable reaction to where life has taken her. (Even though that sounds crazy, from the perspective you'll have once you leave the theater and come back to sunshiny reality.) There aren't armies of creepy-crawlies all over the screen here -- the creepy-crawlies get into your mind.

And yet, Bug isn't entirely as ooky-spooky as it thinks it is -- the more it embraces its ethos of nervous paranoia and conspiracy-spiked secrecy, the less satisfying it becomes, as if putting a concrete name to the madness somehow makes it less mad. See, Agnes takes up with an intriguing drifter, Peter (Michael Shannon), a shy, gentle man who nevertheless has some strange, violent issues about insects, government plots, and how machines are inherently unworthy of trust. The bugs under his skin, for instance, were put there as part of an experiment conducted on Gulf War I vets... and Agnes is so vulnerable to human attention, to her own need to care for another person, that she quite readily buys into his delusion. If it is delusion.

Director William Friedkin's cinematic spin on Tracey Letts' stage play, like his lazy attention to the prickly details of the ceiling fan, can't totally overcome a certain blocked-in feeling -- which isn't quite the claustrophobia it should be -- and a predictable staccato, stagey rhythm fights with the otherwise jittery atmosphere. But the real dissatisfaction comes, perhaps, out of the inevitability of the narrative itself: As the new friendship Agnes and Peter quickly fall into takes form, and as their shared experience leaves them with fewer options for escape, the narrowing of possibilities for them as characters and for the larger story chips away at what had started out as a Philip K. Dick-ian, Williams S. Burroughs-esque nightmare, wild and unrestrained. It ends up framing a nightmare that is rather more prosaic, for all its overt craziness. The itching you'll be left with will be, partly, one of disappointment. (Rated R)

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