A mob boss' plan to rub out his competition runs into trouble when his boat is attacked by a group of gay rights activists whose leader believes he is the legendary Captain Bligh .

Investigating the mysterious deaths of a number of farm animals, vet Rack Hansen discovers that his town lies in the path of hordes of migrating tarantulas. Before he can take action, the streets are overrun by killer spiders, trapping a small group of townsfolk in a remote hotel.