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NOTE: This spoiler was sent in by brentage2000

The movie starts with radio broadcaster Harlan (Doug E. Doug) promising a delightful story of space creatures. We then see him broadcasting this all from his trailer/radio station in the town of Prosperity, Arizona. That night, we see a truck driver listening to Harlan's show. He's paying such close attention to the show that he doesn't see a rabbit on the road until it's almost too late. He swerves to avoid the rabbit, but his truck loses one of the barrels of toxic waste it was carrying in a lake.


Next we meet Mike Parker (Scott Terra) who is going to visit his buddy Josh on a spider farm. Josh gives him a little education about spiders. Josh tells Mike that lately he's been feeding the spiders some crickets that are about twice the size of normal (he calls the crickets "spider steroids") and are making the spiders even larger. While they're talking, one of the spiders crawls out of it's tank and starts following them around the room. Mike leaves, and Josh notices that the spider is gone. He starts looking around, but the spider, which was on his back attacks him and makes him knock all the other tanks over, causing the spiders to get loose.


On a bus headed for Prosperity, Arizona, we meet Chris McCormack (David Arquette). He left town ten years ago after his father died, among other reasons. He gets off and goes to find his old friend (who may be related to him - that's never really cleared up) Gladys (Eileen Ryan). While they're getting reacquainted, we see Mike running into his mom Sam (Kari Wuhrer), the sheriff. She and Deputy Pete (Rick Overton) are fishing a barrel out of the swamp. She tells Mike to get in the car and since he was going up to the spider place after she told him not to, he's grounded. On the way home, they bump into a bunch of motorbikers who have Sam's daughter Ashley (Scarlett Johansen) in tow. She tickets the lead biker, Bret (Matt Czuchry), and throws her daughter in the car too.

That night, Mayor Wade (Leon Rippy) is having a meeting in the town's mall about the lack of funds. Some people accuse him of selling out. Chris stops by and he says that since he legally owns the mines, they wouldn't be sold and that he was willing to hire anyone who would help him dig in there. Afterwards, Wade is asking Chris why he came back, and Chris, fed up, punches him. Wade wants to press charges, but Sam just tells him to put some ice on it and forget about it. She also drives Chris home.

The next day, Gladys tells Chris to get over himself and tell Sam how he really feels about her (Before he left town, he found out that Sam's ex-husband was cheating on her, and he beat him up bad because he was in love with Sam). She also tells him to shave, because he looks like an idiot At Sam's house, Sam gives her daughter a stun gun to keep Bret at bay. The doorbell rings, and its Chris, who is holding a few daisies and some other flowers. He tries to tell Sam how he feels, but ends up just securing a date with her and giving her the flowers. Later, we see Mike going to Josh's to find out what happened to him. He goes in and finds a bunch of spiderwebs, but no spiders. He goes into the mines, finds part of a spider leg, and sees a female spider that's about as big as a one-person apartment. On the way home, he gets a ride from Chris, and tells him about the spiders. He sneaks back into his room, but Sam is already there, and she grounds him for another week.

While this is all going on the mine crew that was working for Chris gets attacked by some spiders. At the same time, Ashley and Bret are making out, but he pushes too far, so she stuns him and drives off in his pick up truck. While he's lying there, he sees a bunch of jumping spiders come over the ridge. He runs to warn his biker buddies, but they don't believe him - at least, not until they start getting attacked. After that, everyone finds a bike and the chase is on. Most of the riders get eaten, but Bret manages to get to the highway and get lucky when a truck carrying gas gets between the spiders and him and hits a telephone pole, which knocks out the phones for the whole town.

At first, it looks like all the spiders were squished and burned, but some make it through, and the chase continues until Bret ducks into the mines and permanently closes the entrance by crashing into some wooden beams. He spends pretty much the rest of the day trapped down there with his bike, although he does run into Wade at one point (more later).

Back aboveground, Glades is getting ready to feed her dog, who's just been eaten by spiders. She goes down and finds a hole in her basement made by...the spiders (What, you thought it'd be giant MOLES? Come on man, pay attention to the movie). She gets pulled in, and then Chris gets home. He goes downstairs, finds the tunnel, and picks up a HUGE spider leg. He looks around and runs for Sam's house, looking for Mike. He shows Mike the leg. Mike, Sam, and Chris realize what is happening just as a spider is webbing up Ashley. Chris tries to fight it off, but he gets webbed too. Finally, Sam saves both of them by blowing the spider away with a shotgun. They break out of the webbing and call Pete while the spiders begin taking over the town. As they're leaving, Mike realizes that they can use Harlan's show to tell the town about the spiders. Pete pulls up, and just in time - spiders have started crawling all over the house. They shoot a few and manage to get away.

At Harlan's trailer, Sam and Chris run in and take over the station. They get there about thirty seconds before a pack of spiders, which is led by a giant tarantula.

Sam warns the town, but they don't believe it, even though they're all screaming through the spider attack - until people see the spiders on the streets. Then it's a free-for-all as everyone tries to make it to safety. Sam tells everyone to head for the mall, where they run into Wade, who was hanging out there. He sees the spiders, and runs inside along with everyone else. They all arm themselves with whatever they can, but Wade makes an exit into the mines, but not unseen - Ashley notices him leaving. When Sam asks where he went Ashley clues her in, and the janitor says that that exit leads - where else? - to the mines. They move to follow Wade, but Harlan and Chris make for the roof, hoping to use a cell phone to reach help (there's no signal inside the mall). They DO reach 911 just as a bunch of spiders are crawling all over the roof, but they don't believe him.

Back in the mines, Wade runs into Bret, but then gets captured by a spider. Bret takes off in the direction of the mall. Inside the mall, the people discover that Wade locked the door behind him from the outside. While looking for another way out, Sam finds Chris in an air vent he slid down after he made the call and Harlan jumped off the roof to draw the spiders away. Harlan, for his part, runs into Pete outside, and they face down a few spiders, but then the few becomes a few dozen, and they decide to run away. Back inside, the people are huddling in the storage room they've found, when there's suddenly banging from in front of them (where the mines are) and behind. The banging in front comes first, and it's Bret. He foud a forklift and used it to pry the door open. Chris leads the people into the mines while Sam moves the forklift to block the spiders.

She finishes and joins up with the rest of the people. Chris tells them that all they have to do is follow the power cables and they'll lead to an exit. On their way there, they find the home of the giant spider Mike saw earlier. They also find Wade, webbed up but alive. Chris stays behind to try and find Gladys, but before he does, Sam tells him how he feels about her to save him the trouble. He finds Gladys, and just in time, because the big spider has woken up. They get past it using Bret's dirtbike, and Chris manages to somehow blow up the whole mine, just as the Tucson fire department and police force are pulling up. Seems they were listening to Harlan's show, and they came as quickly as they could. We see Sam and Chris kissing, and the screen fades to Harlan's trailer, where he finishes his story by saying that Chris did eventually get some mining done and as for what he found...well, Harlan just smiles, and we see that three of his teeth are pure gold.


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