Having escaped her abusive ex-husband Goss (Harry Connick Jr.), recently released from state prison, Agnes (Ashley Judd), a lonely waitress with a tragic past moves into a sleazy, run-down motel and her lesbian co-worker R.C (Lynn Collins) introduces her to Gulf War veteran Peter (Michael Shannon), 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