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Never does anything happen in the small town Prosperity in Arizona. Only crazy Harlan Griffith sends something like a local radio from his trailer and warns the people of conspiracies against the population made either from the government or aliens etc. Sheriff in town is Sam Parker, divorced and mother of 2 children: Ashley and Mike. She's annoyed with little Mike because he always visits the outsider Joshua and his spiderfarm nearby. Ashley's in trouble because she hangs out with Bret and his friends on motorbikes. Then Chris McCormick returns after a 10-year long absence. He had disappeared because he had been secretly in love with Sam and had found out that her husband was betraying her, so he had broken his nose and left. But other than that, nothing happens.

A tired truck driver - transporting dangerous poison materials - hits a little rabbit and loses some barrels, which fall into a pond. Later Joshua finds rapid growing crickets and feeds them to his exotic spiders. They too grow faster and Joshua is fascinated by that. Until they break out of their cages... But the only one who could have known, Mike, isn't allowed (and able) to visit him, so nobody knows anything about the looming danger. A few days later, an extraordinary number of pets is disappearing. Nobody can explain the mistery.

Ashley is once again together with Bret - kissing him in the front of his car. But when he feels her up, she resists him in a very special way... After that she drives away and leaves Bret alone. He becomes the first witness of the gigantic spiders and flees on his motorbike. Some spiders have now reached town and one attacks Ashley in her room. Now Sam, Chris and a few others realise how dangerous their situation is. But, how should they warn the population when the telephone masts are destroyed? And where should the town flee from the spiders? Soon a chase through the whole town begins. Is there a way out?

The film resembles B-Movies from the 50s and 60s. The dialogues are very funny and even when they are not that funny, the actors/actresses deliver them in a funny way. That is what makes the film good - and the reason why even I liked it, who usually doesn't watch this kind of film. It is really entertaining, even though the end is predictable.

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