A large spider from the jungles of South America is accidentally transported in a crate with a dead body to America where it mates with a local spider. Soon after, the residents of a small California town disappear as the result of spider bites from the deadly spider offspring. It's up to Dr. James Atherton (Julian Sands), Ross Jennings (Jeff Daniels), Chris Collins (Brian McNamara), and exterminator Delbert McClintock (John Goodman) to annihilate these eight legged freaks.