Agnes (Ashley Judd) is bored with her life--and she's sworn off men. She's a bit fearful of her abusive ex-husband Jerry (Harry Connick Jr.) who just got paroled and works at an all-girl bar with her lesbian friend R.C. (Lynn Collins). When R.C. finds a handsome stranger Peter Evans (Michael Shannon) wandering through town she tries setting him up with lonely Agnes. She doesn’t really click with him but feels sorry for him and lets him spend the night in her rundown motel room. Then the bugs begin to bite. According to Peter they're not just bedbugs but aphids—and Peter thinks the bugs are part of a government conspiracy. To off-set the bug bites fend off the persistent helicopters flying around outside and avoid the mysterious Dr. Sweet (Brian F. O'Byrne) Peter and Agnes cover their hotel room in tin foil hole up from the rest of the world—and spiral down into a world of madness. It's a strange role for Judd. She's not glamorous at all but successfully pushes the edge as a white-trash waitress looking for something more out of life. Judd transforms believably from a strong hard woman to a fragile fearful female on the edge of sanity. She gets naked with a stranger she kisses her best girlfriend--and then she starts believing bugs are biting into her skin. Shannon is alternately a handsome handyman type who is also very uneasy and creepy to be around. "I make people uncomfortable " is his grand understatement. At one moment he is someone who Judd willingly decides to sleep with and in the next moment he's a psychotic wild-eyed madman that she should be running away from. Either way he is compelling. Connick Jr. however plays his bully ex-con role in a characteristic one-dimensional one-note depiction that isn't as interesting nor as threatening as Peter. Director William Friedkin who gave us Exorcist and The French Connection expertly helms this relatively narrow-focused screenplay by playwright Tracy Letts. Since it is an adaptation of a play the actors are sometimes limited in their actions and the setting is almost too claustrophobic. As the camera swoops down overhead to an isolated motel in the middle of the desert from unseen helicopters the drab hotel room transforms into a sparkling foil-covered eerie set with a blue tint courtesy of the talented production designer Franco Carbone (of the Hostel movies fame). Tightly winding up this conspiracy thriller--in which theories about Tim McVeigh the Unibomber and the Bilderberg Group abound—Friedkin allows the paranoia to wash over you in wave after agonizing wave. And nothing is more unnerving than Peter pulling what he thinks is an insect egg out of his tooth. Shiver.