Having escaped her abusive ex-husband Goss, recently released from state prison, Agnes, a lonely waitress with a tragic past moves into a sleazy, rundown motel and her lesbian co-worker R.C. introduces her to 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...