Bug is a surprisingly fantastic thriller that left me guessing the truth until the end and is one of the scariest movies I have ever seen. When a lonely bartender meets a war veteran, their lives intertwine and create a terrifying gradation.

(This movie is extremely hard to describe without giving away the ending, so I suggest watching a trailer after reading my meager attempts at a plot explanation. The visuals in this movie are just as important as the plot points.) Slightly self destructive and lonely Agnes (Ashley Judd) is a bartender at a local lesbian bar. She lives in a tiny room in a rundown motel. One night her friend R.C., (Lynn Collins) brings by Peter (Michael Shannon) for an evening of partying. Agnes allows Peter to spend the night and their relationship blossoms. Agnes and Peter start finding bugs all over their room and eventually begin to put the pieces together of where the bugs came from. The audience and the characters spend the majority of the movie questioning their own sanity.

Director William Friedkin and writer Tracy Letts do a great job of making the characters’ ambiguous emotional status as mesmerizing as a ten car pileup. You can’t believe what you are seeing, you know you should look away and yet you can’t. In every scene, the characters’ motivations are clear and yet, the audience has a difficult time understanding the characters completely. Much of the drama of the movie is wondering if what Agnes and Peter are experiencing is real. All of the characters have two personality traits that are not only diametrically opposed but mutually exclusive. It makes these simple people complex and is really freakin’ scary.

The cast is limited, with only five characters. Each of the performances is more disturbing and mesmerizing than the next. William Friedkin should be commended for not only finding such a great cast, but a cast who has such great chemistry together.

Agnes is a complicated character with emotional depth and rich development. Ashley Judd does a remarkable job of making Agnes pitiful and strong; sane and insane. Agnes easily, under a lesser actress, could have become a wayward bunglement of emotions. Judd makes her a perfect mess. Near the end of the movie I wanted to hug her to comfort her and slap the sense back into here.

Michael Shannon can best be described as innocent and creepy as Peter. During the entire length of the movie you can tell he isn’t a bad man, but you wonder if he is badly designed. He is so scary without being malicious that the two sides of your brain have a hard time rectifying the dichotomy; in a good way.

The other three cast members are perfect seasoning for the incredibly delicious dish Judd and Shannon created. R.C. (Lynn Collins) is softness, wildness and sanity. Collins’ short performance is incredibly controlled. Jerry Goss (Harry Connick Jr.) is crazy, abusive and loving, in a demented way. Connick’s performance is frightening because he only almost loses control. Dr. Sweet (Brian F. O’Byrne) lends credence to either of the theories of the characters and highlights the mental misfiring of the characters. O’Byrne made a chill run up my spine because he never, ever, gets rattled.

My hat goes off to the writer and the director for understanding the speech patterns of people in Oklahoma. Usually when a movie takes place in a region outside of California the screen writers don’t bother to make the dialogue regionally appropriate. Letts and Friedkin do not overlook this important detail.

The end of the movie has visually distinctive scenes that create deeply haunting moods. The use of light is the most unique and imaginative I have seen in years. The lighting alone is enough to tell us we should be in a state of paralyzing dismay. Not only does it lend exactly the emotion necessary for the scene, it doubles the effectiveness whenever another character enters the room.

This movie snuck up, lulled me into a false security, kept moving so I never got my footing and then broadsided me with a Mac truck. I was astonished, bewildered and the more I think about the movie, the more I love it. Don’t miss this movie if you love to be scared.