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Having escaped her abusive ex-husband Goss, recently released from state prison, Agnes, a lonely waitress with a tragic past moves into a sleazy, rundown motel. Her lesbian co-worker R.C. introduces her to Peter, a peculiar, paranoiac drifter and they begin a tentative romance. However, things arent always as they appear and Agnes is about to experience a claustrophobic nightmare reality as the bugs begin to arrive...
The loser and lonely waitress Agnes lives in a cheap motel in Okalahoma grieving the disappearance of her beloved son Lloyd ten years ago. Her abusive ex-husband Jerry Goss has just left prison on probation and is insistently calling her. When her colleague and only friend, the lesbian RC, brings her drifter acquaintance Peter Evans to visit her, they have an affair and Peter stays with Agnes in her room. Peter finds bugs in their bed, and discloses to Agnes that he was a soldier in the Gulf War submitted to experiments by the army and presently he is infested with bugs. Agnes feels the same symptoms and the couple believes in Peters conspiracy theory of the American government.
Ashley Judd
Agnes White
Michael Shannon
Peter Evans
Harry Connick Jr.
Jerry Goss
Lynn Collins
R.C.
Brían F. O'Byrne
Dr. Sweet
Neil Bergeron
Man in Grocery Store
Bob Neill
Pizza Harris
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