Break out the citronella candle: This creepy thriller gets under your skin.

William Friedkin may have mellowed since unleashing The Exorcist, sliding into box-office hell, and marrying a major studio boss. Indeed, the bad-boy movie brat has directed more operas than motion pictures in the past decade. But his new Bug, made on the cheap for Lionsgate, is genuinely freaky, not to mention more inventively unsettling than anything Friedkin has mustered since twisting little Linda Blair into a satanic spewer of pea soup.

Based on Tracy Letts' off-Broadway hit, Friedkin's modestly produced feature confines its creepy-crawly head games to one dingy motel room, where a barmaid (Ashley Judd) holes up with a wigged-out stranger (Michael Shannon) just back from combat operations in the Middle East. These two damaged souls let their imaginations run wild, leading to madness and an erotic-violent climax right out of Almodóvar's Matador. Let's just say the vet has got something under his skin -- an itch he can't truly scratch. As for Judd's jittery Agnes -- she's had a rough time ever since her toddler son went missing. In recent years, she has also struggled to keep a distance from the inmate ex-husband (Harry Connick Jr.) who battered her. At the start of the movie, Agnes gets phone calls that suggest the convict has been sprung. Message: The war at home is a killer too.

Not to say that Friedkin, whose demonic-possession flick threatened to exorcise the women's-lib movement, has gotten political. Flamboyantly absurd, Bug often plays like a satire of the lefty paranoia cinema that was big in Friedkin's heyday. Yet its psychological insights into mental illness remain acute; if nothing else, the penny-pinching director doesn't disparage the veteran head case whose bugged-out condition lends such post-traumatic ingenuity to the production. Halfway through, when the cheap-motel mise-en-scene begins to feel familiar, the vet -- convinced that an Army experiment has left him with tiny "rogue aphids" in his bloodstream -- proceeds to wrap the entire room in tinfoil. Presto -- a new movie set at Reynolds Wrap prices!

But Friedkin has fashioned Bug principally to be a showcase for actors. Connick's scenes with Shannon are precise studies in macho posturing, allowing Friedkin to imply that, for the heroine, the abusive ex-con isn't the only man she should fear. As for Judd, her persistent interest in working-class-female neurosis continues to be about more than trading the makeup kit for Oscar gold. Needing a man, any man, even a self-mutilating lunatic, her Agnes undergoes an insect-like metamorphosis, turning Bug itself into something of a love story.

Love? How will such mushy stuff fly with the core gore audience? Well, at a mere $4 mil, Bug makes what the kids think rather irrelevant, in turn making the film look like a triumph for the old New Hollywood. Friedkin's fellow '70s players wouldn't dare work at this neo-grindhouse level. Only with nothing left to lose will a heartbroken survivor -- like Agnes, like Friedkin -- be willing to get down and dirty.

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