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Not horror, but a METAPHOR FOR A COCAINE BINGE. This film requires that you have: 1.) A basic knowledge of modern kook-think… conspiracies, mind control and the like. 2.) The concept of cocaine psychosis - particularly the common hallucination that insects are burrowing OUT from underneath one's skin. 3.) The understanding that kook-think and cocaine psychosis are not necessarily that dissimilar from one another. Ashley Judd is a waitress in an Oklahoma lesbian bar and Michael Shannon is a mysterious drifter. They hole up in a seedy motel and get bad crazy. Based on a stage play,so basically one set. Really grim and shocking. Harry Connick Jr. has a small role. My estimation of Ashley Judd as an actress went up more than a few notches, her performance is excellent and she let herself be filmed looking skankier than Charlize Theron in "Monster"… that takes guts. Recommended.