Having escaped her abusive ex-husband, who was recently released from state prison, Agnes, a lonely waitress with a tragic past moves into a sleazy, run-down motel and her lesbian co-worker, who introduces her to a Gulf War veteran, 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...Ashley Judd, Harry Connick Jr.

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