First off, totally exterminate any preconceived notions of the extreme horror you might be accustomed to. Bug is more of an alarming psychological journey into the human mind, an intense exploration of a broken soul. It's closer to the films Beautiful Mind and Conspiracy Theory than something like Aliens or The Fly. Director William Freidkin opens the crazy door and dares you to step inside.

The acting and character development in this movie is outstanding. Ashley Judd gives the performance of her lifetime as Agnes, an emotionally battered waitress who is hanging on by a thread. She has a trainwreck of a past, from her abusive ex-husband to her missing child.

She meets a mysterious loner named Peter, and he might offer a hand toward gaining some mental stability. Or he might push them both over the edge. We quickly realize it's most likely the latter, as this romance doesn't take long to unravel. Peter is a war veteran, and claims to be the victim of some extreme government experimentations. His military leaders apparently planted "bugs" under his skin. This may or may not be true, but one thing is for sure--his inner demons are about to come crawling out.

Freidkin unleashes a totally original and riveting psychological drama. The symptoms of this story frantically spread and feed off your mind in frightening fashion. A psychotically sick tale that plagues you with themes of loneliness, desperation, and mental instability. Plus it lightly touches on notions of government control and the devastating effects of war. Such a great film, one that might come off as ridiculous to some as it blazes an unfamiliar path. But for open-minded movie watchers ready to be challenged, this is must-see stuff.

***CONTAINS SPOILERS***

Based directly on the stage play by the same name, BUG will most certainly get under your skin. Although thriller in nature, horror fans should be warned that there are no supernatural or superhuman elements in the story. Looking at the DVD cover, one gets the impression that it might be a spin-off of something along the lines of Alfred Hitchcock's The Birds, but Bug couldn't be further from it. No mutant grasshoppers. No aligning of planets that results in bloodthirsty arachnids.

Stage play actor Michael Shannon reprises his role on the silver screen as drifter Peter who falls for lonely waitress Agnes played by Ashley Judd. Agnes is damaged goods to begin with; a woman who's lost her only child to a kidnapping and drowns herself in liquor and cocaine. And when she meets Peter, she believes she may have found someone to connect with other than her abusive ex-husband Jerry (Harry Connick Jr., The Iron Giant). But Peter brings with him his own unique brand of psychological luggage. A battered U.S. veteran who possibly was exposed to torture, Peter begins showing cracks in his psyche soon after their first romantic encounter. He claims that bugs are in the room with them. Then the bugs are in him. Then in her. Then everywhere and involving everyone. The paranoia reaches a crescendo that culminates in the death of someone trying to help Peter and Agnes, and the eventual destruction of everything around them.

First let's be clear what we're talking about here. There are no bugs. We, the audience, don't see a single flea. The bugs are internalized as demonic aphids implanted in Peter (Shannon) by military higher-ups. As Peter's paranoia builds, he brings Agnes right along with him, and it's a painful and frightening thing to watch. Initially having hopes that the two might be able to help one another, the story rapidly gives way to the psychological horrors of what happens when mentally damaged people feed off one another like ...well ...like bugs.

Second is that the story, too, is completely internalized, both character-wise and on the set. The entire production basically takes place in one room: Agnes' rundown hotel room in the middle of nowheresville. Don't expect panoramic shots of beautiful locales.

Third is that this story is exceptionally dark. There are no good and bad people, per se. Agnes' abusive ex is initially seen as a no good A-hole but later becomes a beacon of hope for survival. Even a psychologist who comes in to try and help Peter is damaged in that he's hooked on cocaine himself and seems only passively interested in telling the truth.

For horror fans, this one's going to disappoint. But if you're a psych major or interested in paranoid delusions and how far down those people can sink, Bug will crawl right up your alley.

William Friedkin returns with a vengeance in this highly disturbing tale of mental illness, self-mutilation, depravity, and isolation.

The story is deceptively simple in that Ashley Judd, who still looks beautiful no matter how sickly she's made up, plays an isolated, abused and tortured woman who has a history for making awful decisions and eventually makes one too many when she hooks up with a paranoid stranger who is at first shy, tender, and compassionate, but quickly becomes as domineering as Judd's criminal ex-husband who is very well played by Harry Connick, Jr. As I said, this is a deceptively simple tale, because nothing is as it seems in this incredibly violent and disturbing film.

Things very quickly spiral out of control with both Judd's character and the mysterious stranger believing that the government has arranged their relationship in order to produce some super bugs. This, ironically, appeals to Judd's character who has been seeking, in her own way, some relevance in a world that has ignored her pain. It oddly gives her a sense of importance and a reason to hate those around her who have either pointed a judgmental finger at her for literally losing her son (which could happen to anyone) or have done little to help her out of her miserable life (even though she created some of her own misery).

Judd's character is both an in-depth, evolving character and a stereotype of a crack-smoking waitress with no ambition in life other than to wallow in self-pity, hang with the wrong crowd and then wonder why her life is so screwed up. This is a tragically multi-layered character and performance. Judd deserves an Oscar nomination as she portrays both a pathetic lost soul who has done little to improve her life and someone we feel great compassion for regardless of her shortcomings. She has created a character that we want to hit with a 2 x 4 in the head one moment, and cradle in our arms and comfort the next. In a year where many have complained of few good women roles, I can't help but wonder why this performance has gone relatively unnoticed.

Shannon, as the mentally ill stranger, is very good in his role too, but he, ironically, is the less interesting of this essentially two-character film. I found his twitches and mumblings are all too stereotypical of this kind of part. I found very little real depth to him at all and he, sadly, evokes very little sympathy for the sick man that he is. I wanted to feel more for him, but simply couldn't. Perhaps that was intentionally done by the playwright as, in reality, mentally ill people, sadly, annoy us more than touch us. It is the disability for which we can't readily assist someone; therefore, we often look the other way. It is not the same as trying to assist someone deaf, blind, or wheelchair restricted. We can't simply open a door for them. Mental illness is the often ignored disability because it makes us uncomfortable to be around such individuals. We only pay attention after the violence happens that is sometimes associated with the kind of severe mental illness depicted in this film, and only then do we cry out, "Why didn't someone help this man."

This is a film that definitely will not appeal to the masses. It is both character and story driven, but it's claustrophobic, violent, surreal, sad, pathetic, and just down right depressing. I can't say that I felt the bugs like many reviewers on here have said as I never accepted them as there in the first place, but the sad life of Judd's character lingers in the mind long after the credits roll. William (The Exorcist) Friedkin continues to prove his mettle as a director with this latest nightmare vision that he has brought to the screen