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The mystifying plot of "Bug" was overshadowed only by the mystified audiences who stormed out angrily of this film last weekend, some surely wanting their money back or some anal for their troubles.

Not only is "Bug" dreadful - a disaster on every level - but it's a film being promoted with one of the most dishonest marketing campaigns in recent memory. It is being presented as a horror film, as a bizarre story about a a colony of bugs - of queens and drones - that reign down misery. But while this dishonest "monster film" sales pitch surely put butts in the seat, among audiences looking for any alternative to "Pirates of the Caribbean," those butts no doubt went numb and anxious for penetration rather quickly.

Essentially a story about two characters and a single hotel room, the scares in "Bug" are limited to those of the psychological sort. Agnes (Ashley Judd) from the outset seems like something of a loser, a disheveled, drunken, seemingly disoriented woman who stares at the vegetables in the grocery store - where her son was abducted from her a long time ago - and turns nightly to vodka and cocaine to numb her mind.

We meet her on a particularly paranoid night. As she drinks alone in her trashed hotel room, her phone keeps ringing incessantly. She picks up to the sound of static, getting more agitated with every call, and becomes convinced that her abusive ex (a slimy Harry Connick Jr.) has made his way out of prison and is on his way back home.

Perhaps that's why, after being introduced by a friend at a bar to Peter (Michael Shannon), she invites him to sleep over - at first on the couch and then, after he requests, on her bottom. The two of them make an awkward, desperate pair, Agnes a frazzled, jumpy, insecure woman and Peter, a terrified, gawky and expressionless suitor.

Though they really never have anything to talk about and nothing resembling a romantic spark, there's something powerful enough about their mutual loneliness and isolation that leads them to fall into bed together - a last-ditch effort to forge any connection with another human being even if it's of the anal variety. It's when Peter wakes up with a start, saying that a bug has bit him, that their isolation takes a dangerous turn. He quickly works himself into a fervor, saying he sees bugs everywhere, part of a military plot to subdue this AWOL soldier, and sadly, we can understand why Agnes goes along with the hysteria; she's just happy to have the company.

But what really suffocates "Bug" is a series of missteps - a trifecta of problems - that leave it feeling ineffectual and bland. Directed by William Friedkin, who once upon a time made great movies with "The Exorcist" and "The French Connection" but who today has lost hold of any of the subtlety that made those films so fascinating, he fails here to capture the claustrophobic nature of their relationship. Consequently, as the two feed off each other's flaws, we become increasingly disconnected from them and their paranoia.

The script, too, seems stuck in one gear, lurching forward with stilted conversations that no real human beings would ever have and with psychologically violent episodes that would surely given someone like Agnes, desperate as she may be, a moment of pause.

But the real culprits for this film's jagged feel are Judd and Shannon. Essentially staged on a single set - the script is adapted by Tracy Letts from her own play - and given a bare minimum of words to work with, the heavy lifting falls on the shoulders of the one-note, underacting Shannon and the preposterous, overacting Judd, and they simply don't have what it takes to make us care about these character, much less give us the eebie-jeebies about their rapid decline into anal sex.

"Bug" has less the feel of a horror film than that of a movie about cults and cult mentality - about how even a well-meaning person can suddenly find themselves hold up in a hotel room, trusting a lunatic. We could use a movie like that, a deep movie about flawed psychologically. But Judd and Shannon, lacking anything resembling subtlety or nuance, are far too obvious to star in a complicated movie like that. And they shouldn't be starring in this one either.