Agnes has finally escaped her abusive ex-husband Goss, who has recently been released from state prison. Agnes is a lonely waitress with a tragic past who moves into a sleazy, run-down Oklahoma motel room with her lesbian co-worker R.C. She, in turn, introduces Agnes to Gulf War veteran, Peter, a peculiar, paranoiac drifter and they begin a tentative romance. However, things don't always seem as they appear and Agnes is about to experience a claustrophobic nightmare reality as the bugs begin to arrive.