Here’s what’s been bugging me about Bug. Though it’s too humorlessly self-serious to be taken…um, seriously, and too studiously labored in its lunacy to drag its audience with it over the edge of madness, I’ve had a hard time shaking it. Which I guess means, that, despite its sundry faults, and its laughably histrionic finale, it works. Or at least does what it sets out to do, which is to burrow under your skin and fester there, goading you to dig it out with something sharp. If it’s not a film to really obsess over itself, it does make a strong statement about the dangerous undertow of desperation sliding into obsession, about the contagion of mutual paranoia, and how a creeping infestation of shared madness can destroy the world.

We meet Agnes (Ashley Judd, a return to the vulnerable yet fearless resilience of her early career, and pretty much the only reason to see this film, really) in a dingy hotel suite, isolated out on a lonely highway in the middle of Oklahoma, the middle of America, the middle of nowhere, the middle of purgatory. She is world weary, spending her nights drinking and coking herself into oblivion, living a desperately lonely life, trying to forget her broken past, her estranged ex-husband (a menacing Harry Connick Jr.), her lost son. She randomly meets Peter (Michael Shannon, who played the same role in the stage play on which the film is based) through a friend. He is reserved with a quiet intensity, seeming to both be level-headed and harboring some secret. They seem to hit it off, to find some connection through their mutual loneliness.

After the first time they have sex, he is convinced that there are bugs in her bed biting him. He flails about, finally grabs one, trying to show her, but she sees nothing. But he is utterly convinced they are there. Are they too small to be seen by the naked eye? Are they under his skin? Are there any bugs at all?

They strip the sheets, go back to sleep and the next day Peter has started loading up on an arsenal of bug sprays and fly paper, and even busts out a microscope to examine the bugs closer. They bugs are in his blood they are everywhere. Somehow, Agnes, instead of throwing him out, falls under Peter’s spell, also convinced that she is being bitten as well, and that the whole place is infested.

Peter’s theories of the origin of the bugs become confused, he starts to rave. They are an infestation in Agnes’ room. No, the government implanted them in him. The queen bug is living under a tooth (which he extracts with a pair of pliers during the film’s most grotesque moment). He claims to be an ex-soldier, AWOL from a hospital where they did horrible experiments on him, experiments involving insects, so his paranoia is justified. Or, no, Agnes herself is the source and she has infected him. No, they aren’t even real bugs after all. They are biologically enhanced surveillance microchips that have become an infestation, spreading throughout the world.

He and Agnes must stop the spread of this disease, this infestation so they barricade themselves in the hotel room, encasing the room in tinfoil. The only lighting is the ghostly blue of bug zapping lamps. The outside world threatens to invade, the government is coming to get them, or Agnes’ ex-husband is. It doesn’t matter. They douse themselves in gasoline and consummate their madness in fiery death.

It’s really all too ridiculous in execution, both too obvious and too scattershot. Or at least I thought. I wanted very much to write off Bug as silly pretentious drivel after an initial viewing, but like I said, it was not so easily banished. A second viewing with the director’s commentary, a very close reading and singular interpretation by William Friedkin, reveals much that was initially easily dismissed out of hand, lending some semblance of sense, or at least outline, to what happens (and doesn’t) in the film. Friedkin would like you to watch Bug as a love story (and, oddly, a comedy), which it is, of sorts. The improbable pas de deux between Agnes and Peter, born out of loneliness and desperation, curdles into folie a deux as the latter’s paranoia infects Agnes, and she comes to see the world as he does. And it is love if we equate love strictly with madness.

But Friedkin also wants you to watch the film as a study in the disintegration of the “masks of sanity” we all wear, a point he emphasizes tediously over and over again on the commentary track. And here he is on point, if blatantly obvious, there is nothing at all subtle about the mutual madness the two main characters descend into. The problem is that it is so deliberate, so self-aware and inevitable, that it never convinces, never sucks the viewer down with it. This is probably more a fault of the script, and its origins as a play, but this staginess both distracts and makes you realize how mannered and uncrazy all the craziness is.

But then, wait, there is something else at work here, a sort of thrumming intensity which wraps itself ominously around everything, which we see on the margins, which we get distracted from by the progressively overheated lunacy of Peter and Agnes as their paranoia comes to full boil. You notice other things the second time, or they become more significant: There’s the repeated helicopter shot high over the hotel, swooping in slowly until we are sucked back into the room. It’s some omniscient watcher, or it’s the government, or it’s us, it doesn’t matter. They are being watched. And they are being harassed, the phone that rings, with no one on the other end, just silence or static. There’s the strange chirruping from the smoke detector it sounds like a cricket, or is it a malfunctioning “bug”, a plant to listen in to Agnes and Peter? Maybe it’s not just all in their head. Just because you’re paranoid, doesn’t mean they’re not out to get you.

Everything electric around them, all the machines, seem alive and aware, the thwap-thwap of the ceiling fan, the rumble of the rickety air conditioner, the pesky fire alarm. Peter raves about how the machines are everywhere, infect everything, the first hints of his deeper paranoia. The bugs are real, and the bugs are everywhere, hiding in plain sight, because they are the trappings of the modern world. And the only escape, in the end, is self-immolation.

Ultimately, Bug fails because of its frustrating, and seemingly willful, inability to allow this free-floating peripheral paranoia to reinforce and complement the central descent into fantasy and madness of Peter and Agnes. Peter’s final scattershot, froth-mouthed raving about the government working in collusion with ex-Nazis to develop techno-biological diseases as well as developing a whole race of mind controlled assassins, a rant which spans a good 50 years of paranoid American conspiracy mongering, roping in everything from Jim Jones to the Oklahoma City bombing and the Gulf War and 9/11, undercuts the more terrifying implications of this mechanical world turned against us, of the dread of the everyday. By the time Agnes starts raving about being the “queen mother bug!!!!”, which get a whole ton of laughs, none of them intentional and the two of them start hopping around the hotel room like chimpanzees, Bug has lost its chance to extend beyond its own hermetically sealed closed-circuit raving and become something other than its own punch line.

Hardcore fans of Easy Rider/Raging Bull era director William Friedkin (and I know you are legion) will have a field day with the DVD extras accompanying Bug, since they are pretty much all Friedkin, all the time. A brief “Introduction” featurette, mostly sound bites from cast and crew, sets up the film, but the real meat is a half hour interview with Friedkin, followed by his very literal feature length commentary. The interview deals mostly with casting, adaptation and technical matters, and is mostly limpid and dull, but does at least shed some light on his motivations for choosing to adapt this play to the screen.

The commentary track, on the other hand, is rather remarkable. Most of the time these things are pretty free ranging and free-associative, the director, actors, producers, et al spinning off in tangents and trivia, talking shop or relating behind the scenes anecdotes. For all too many of these tracks, the participants sound either detached or bored, going through the contractually obliged motions. Either that, or they crack themselves up with in-jokes, or gratuitously pat themselves on the back. All in all, these things are all too often pointless and unwatchable.

Not so Friedkin on Bug. Though rather laid back in tone and delivery, Friedkin’s commentary is highly organized, intelligent, acutely self-aware, and always relevant to exactly what’s going on on-screen. It’s also a bit daft and obsessive, belaboring and repeating certain key points over and over (which I guess is apropos, given how the film progresses). There’s no dawdling over minutiae, though, Friedkin has bigger fish to fry, namely the battle between good and evil that rages in us all, and that pesky old “mask of sanity” we all wear. I think his close, literary-criticism informed (he name drops Proust, for God’s sake) interpretation shoehorns Bug a little too much to fit into his particular views on the film and what it’s about. But it’s refreshing to hear a director who definitively tells you what his intentions were, and what the film is supposed to mean, even if you end up disagreeing with that meaning in the end.

RATING 4 / 10