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 a couple of doctors with the help of an insect exterminator to annihilate these eight legged freaks.

When a documentary-maker begins to make a film about child sexual abuse, the subject begins to eat into him and affect his relationship with those around him, particularly his wife.