Rated R
A lonely waitress Agnes (Ashley Judd) has taken residence in a cheap motel after escaping her abusive ex-husband Jerry Goss (Harry Connick Jr.). When her coworker and only friend brings a drifter Peter Evans (Michael Shannon) to visit her, they begin a tentative romance. Soon after Peter begins to finds bugs in their bed, and discloses that he is an escaped soldier who suffered experiments by the army and he is presently infested. Agnes begins to feel the same symptoms and the couple withdraws into their own lives of paranoia and plague.
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