Ashley Judd has always been one of those actresses that people seem to underestimate. Never mind that she has had a string of hits in a variety of genres, a Golden Globe nomination and has worked with Oscar winners like Morgan Freeman.

With Bug , a disturbing psychological thriller adapted for the screen by Tracy Letts from his own off-Broadway play, Judd hopes to gain a little respect. The film centers on Judd's character Agnes, a lonely waitress living in a rundown motel on a desolate stretch of nowhere.

Agnes is living a sad existence, holed up in dusty room, plagued by phone calls (presumably from her abusive ex-husband played with slimy ease by Harry Connick, Jr.) and riddled with guilt over the disappearance of her child several years before. She is teetering on the edge of despair, pacifying herself with drugs, alcohol and isolation.

Judd portrays Agnes with an immediate realness and pathos that makes her instantly relatable and sympathetic. Physically she slumps her body and twists her face to convey the pain Agnes is enduring, yet her personality is all sharp wit and tough girl talk.

The story progresses when Agnes is introduced to a drifter named Peter (Michael Shannon) by her co-worker (Lynn Collins). Peter is an odd fellow, one who is obviously intelligent, but rather meek in his dealings with others.

The two warm up to each other quickly, and after spending just one day in each other's presence, enjoy a passionate night together. But that's when Peter starts to see small bugs he believes to be aphids.

Isolated in the dank and depressing motel room, Agnes and Peter rapidly spiral into a paranoid delusion fueled by their uncontrollable obsession with each other. What starts as a hopeful relationship becomes a dangerous combination as the pair begins to mutilate their own bodies in an attempt to eradicate the malignant bugs.

There is no easy way to make it through Bug . It's a terribly disturbing look at how a person can lose their sanity.

Directed masterfully with deliberate restraint by William Friedkin, the film seems to capture the very essence of what loneliness and despair can do to a person's psyche. Stripped of all love in her life, Agnes falls into a destructive relationship with Peter, so weak in her own mind that she becomes wrapped up in Peter's own delusion.

Filming almost entirely in the motel room, Friedken is still able to add several psychedelic touches to create the sense of creeping paranoia that eventually takes over Agnes completely by the film's end. The final result is chilling and quite compelling even if the film itself sometimes lurches forward at an awkward pace or is too dialogue heavy.

Regardless, Bug is a brave move for Judd whose career could use the injection of edge that this film provides.

Grade: B