The film is based on Letts' play about modern paranoia in the wake of the Gulf War, and is a thriller with elements of black comedy, romance, and horror. Most of the action takes place in a seedy Oklahoma motel room. The waitress Agnes (Ashley Judd), lives in fear of her violent ex-husband Jerry Goss (Harry Connick Jr.), who has been let out of jail. Agnes meets Gulf War veteran Peter (Michael Shannon) and they hole up together and he becomes her protector and lover. Peter begins to talk about the war in Iraq, UFOs, the Oklahoma City bombings, cult suicides, and then secret government experiment on soldiers, of which he believes he is a victim. His delusions infect Agnes and they are contending with an apparent infestation of microscopic bugs. Oddness darken into madness. Other characters include Agnes' lesbian friend and co-worker, played by Lynn Collins; and Peter's doctor, played by Brían F. O'Byrne. The story addresses issues of domestic violence, conspiracy theories, paranoia and schizophrenia.

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