 A group of researchers are on a research expedition to Venezuela. Upon a routine trapping of insects, the researchers find two stunned spiders in their traps. They are unlike any spiders they have ever seen, and they begin to study the spiders. One of these spiders escapes, and kills a researcher. Once the researcher is discovered dead, the spider hitches a ride back to the researchers home town, Canaima, California. There, Dr. Ross Jennings has just moved in, and he is deathly afraid of spiders. Now, the Venezuelan spider has reached the U.S., and has begun to dominate the town. Soon, people who appear completely healthy start to die suddenly. It is only after the death of the town s only other doctor, that Jennings realizes it may be a spider that is causing the death. Soon, they attract the attention of the head researcher in Venezuela, Dr. James Atherton. He sends his assistant to Canaima, only verifying that the Venezuelan spider was involved. He informs them that the Venezuelan spider plans on taking over its new area, by creating reproductive offspring with a domestic house spider. Now, it s a race against time before the Venezuelan spider manifests the town and eventually the entire country.