Agnes White (Judd) is a waitress living in a run down motel in rural Oklahoma and has never really recovered from the disappearance of her then 6 year old son who went missing from a supermarket 10 years ago. When she starts to get silent calls she assumed that it is from her abusive ex-husband Jerry Goss, who was in jail and just got released. When not working she indulges in heavy drinking and snorting cocaine with her best friend and occasional lover the lesbian R.C. One night RC introduces Agnes to a drifter named Peter Evans, who later tells her that he used to be in the army. When RC has to go back on an emergency, Agnes & Peter bond while they spend time talking at her place. The awkward Peter spends the night sleeping on the floor as a lonely Agnes didn’t feel like letting him go without having a place to go to. However the next morning, she wakes up to find Peter gone and Jerry in her home. When Peter returns with breakfast Peter intimidates him before leaving for a “job”.

Peter & Agnes spend the day having sex, two lonely strangers desperate for belonging and seem to genuinely feel for each other. However Peter’s paranoia starts acting up; he is obsessed with the fact that there are bugs in the room and they change the sheets, even though Agnes cannot see the bug. He claims to be able to “pick up on things” that most people cannot  He claims to be bitten by the bugs and soon he is disinfecting her place while she is out shopping with RC. However Jerry comes visiting and starts verbally abusing Peter for the bug that he is testing under a microscope. He lashes out at Agnes when the ladies return until he is chased away but RC finds herself on the receiving end of Agnes’ fury for not seeing the bug that Peter is going about and saying that it is feeding off on his blood. Peter explains that during his time in the army he was the subject of immoral testing and that he and others have been implanted with microchips. He claims to have found and removed the chip in him, after which he began to be infested with the bugs. Agnes sinks deeper into his explanations and becomes equally convinced of this sinister plot by the US government & military and lashes out at RC chasing her away.

The unlikely couple pad Agnes’s home with tin foil (to block the signals) and are visited by Peter’s doctor, Dr. Sweet, who was led to the motel by Jerry. While the calm doctor tries to explain in clear terms as to Peter’s delusions, Agnes seems to believe him but Peter emerges from inside and kills the doctor. The two actors display a frantic & manic despair – Jerry’s incessant banging outside the door seems to them that the military has arrived to arrest them – and they decide to burn the place along with their bodies and so strip naked and pour fuel over themselves before setting the place on fire, killing themselves.

Critic Roger Ebert wrote, “The film has caused a stir at Cannes, not least because its stars, Ashley Judd and Michael Shannon, achieve a kind of manic intensity that’s frightening not just in itself but because you fear for the actors.” Truly the fit that Shannon perform is a sight to behold and Judd’s frantic performance scenes is award worthy. The movie as a whole isn’t very memorable but these two do an amazing job. 7 outta 10 for me, but 10/10 for the lead pairs acting especially in the second half.