In a seedy Oklahoma City motel room, Agnes, a divorced waitress with a fondness for cocaine and isolation, meets Peter, a soft-spoken Gulf War drifter introduced to her by her lesbian friend, R.C. Agnes stays at a hotel in hopes of avoiding her physically abusive ex-husband, Jerry, who was just released from prison. There's a hidden bug infestation. Peter believes this 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.