Having escaped her abusive ex-husband Goss, recently released from state prison, Agnes, a lonely waitress with a tragic past moves into a sleazy motel. Her lesbian co-worker R.C. introduces her to Peter, paranoiac drifter and they begin a tentative romance. However, things aren't always as they appear and Agnes is about to experience a claustrophobic nightmare reality as the bugs begin to arrive.
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|Ashley Judd||Agnes White|
|Michael Shannon||Peter Evans|
|Harry Connick Jr.||Jerry Goss|
|Brian F. O'Byrne||Dr. Sweet|
|Neil Bergeron||Man in Grocery Store|
|Bob Neill||Pizza Harris|
|Michael Grady||Director of Photography||
|Kimberly C. Anderson||Producer|
|Michael Ohoven||Executive Producer|
|Jim Seibel||Executive Producer|
|Brian Tyler||Original Music Composer||