In a seedy motel room outside Oklahoma City, Agnes, a drug-addled cocktail waitress, is hiding from her ex-con ex-husband. Her partying lesbian friend R.C. introduces her to Peter, a handsome drifter who might be an AWOL Gulf War veteran. They soon begin a relationship that takes place within the increasingly claustrophobic confines of her motel room. A hidden bug infestation problem has Peter believing it is the result of experiments conducted on him during his stay at an army hospital. Their fears soon escalate to paranoia, conspiracy theories and twisted psychological motives.