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| Ashley Judd | Agnes |
| Michael Shannon | Peter |
| Lynn Collins | RC |
| Brian F. O'Byrne | Dr. Sweet |
| Harry Connick Jr. | Jerry |
At a rundown desert motel, Agnes begins a tentative relationship with a newcomer named Peter . He has a strange charisma, one that offers fearful and unstable Agnes a flicker of hope. When Peter reveals that the military deliberately infected him with a bug and that he has tiny insects crawling under his skin, paranoia begins to envelope the desperate pair.
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