Notes: Warner Bros. and Village Roadshow Pictures.
Chris McCormack: David Arquette
Sheriff Sam Parker: Kari Wuhrer
Pete: Rick Overton
Mike: Scott Terra
Harlan: Doug E. Doug
Ashley: Scarlett Johansson
Wade: Leon Rippy
Bret: Matt Czuchry
Aunt Gladys: Eileen Ryan

Directed: Ellory Elkayem
Screenplay: Jesse Alexander and Ellory Elkayem
Story: Ellory Elkayem and Randy Kornfield
Music: John Ottman
Visual Effetcs: Karen E. Goulekas and Thomas Dadras
Produced: Dean Devlin and Bruce Berman
Executive Producers: Roland Emmerich, Peter Winther, William Fay

Summary: "Do you know fear? Do you know what it's like to feel your heart beating in your chest so intensely that you can't even breathe?" asks Harlan, a Prosperity, Arizona radio DJ paranoid about alien invasion. A Viroanol Corporation chemical waste truck veers from hitting a rabbit and a barrel rolls into a pond. A kid named Mike visits Taft's Exotic Spider Farm where arachnophile Joshua has been seeing his spiders growing due to the crickets he feeds them from the pond. His parrot squawks, "I see dead people." The spiders are also jumping and hostile, which Joshua calls "arach attack." He shows Mike male spiders brings live food to the female who is three times as large as the males. When Mike leaves, one spider is loose and crawling up Joshua's back. When it bites his neck he convulses into the other cages and all spiders escape, swarming and squeaking.

Chris McCormack returns after ten years absence to chain-smoking Aunt Gladys. Prosperity, Arizona is economically depressed. Meanwhile, female Sheriff Sam Parker, mother of Mike and older daughter Ashley, oversees cop Pete remove the barrel from the pond. She tickets a motorcycle gang whose leader, Bret, is the mayor's stepson, and yanks her daughter away from them.

At a town meeting at the mall, cheesy Mayor Wade promotes the selling of property for cash since the McCormack mines are long dead, as is Chris' father, which earns him a punch in the face when he points it out. Sheriff Sam and Chris have some sort of pre-history.

Pete works on home renovation when his cat Zeke takes off after a spider into a hole in the wall. Pete and his wife Emma watch in horror as a loud fight inside the walls and ceiling leaves indentations.

Chris had broken Sam's ex-husband's nose in a fight long ago. He brings flowers to her, then sends some men into the old mine. Mike visits the spider farm and finds webs all over and tracks leading to the mine entrance. He catches a glimpse of a gigantic spider and hitches a ride back with Chris with a giant spider leg piece, expecting no one to believe his theory. As the miners encounter trouble, Mike sneaks back into his room where the tv is playing a Monster Movie Marathon. Mom blames tv for his bizarre theories: "media-induced paranoid delusional nightmares."

As Wade speaks on the phone about secret toxic waste storage, Bret takes off. Ostriches start disappearing and the radio warns of missing pets and anal probes. Chris visits the barber. Ashley dumps Bret who sees giant spiders congregate. They attack his cycle gang in a persistent chase scene. Not even the explosion of an oil truck stops the hopping arachnids. Bret drives into the mine and a partial cave-in helps him escape.

Aunt Gladys' dog Ruthie disappears into a hole, so Gladys follows and ends up in the mines. A spider from the ceiling wraps her in webbing. When Chris finds an entire giant spider leg he seeks out the kid Mike, who calculates the size of the spiders and says Joshua had maybe 200 of them. Mike says the male might bring Gladys alive to the female. Ashley is in her room in a towel when a spider climbs in the window and webs her into a cocoon. The others burst in, but Chris gets webbed too until Sam shoots the spider.

The barber's partner Leroy is attacked and phone lines are down. Pete arms himself and picks up Sam and the others after a harrowing attack while he's in his car. They escape to the radio trailer where Sam broadcasts announcements that everyone should meet at the mall. Spiders attack the trailer, the town, and the local diner. Everyone who can gets to the mall. Armed with perfume that Mike thinks might disorient the spiders, Chris and Harlan climb to the roof of the mall and then up a tower to try to get a 911 cell-phone call out. The others shoot at the spiders when they burst into the mall. When attacked, Harlan jumps into bushes and meets up with Pete, who had to chainsaw some spider legs off to escape. Chris gets to a chute and meets up with Sam. In the mines, Wade tries to steal Bret's bike, but is taken and cocooned. Everyone retreats to the mines, where shooting is impossible because of the methane gas. Wade is released and as the others proceed to an exit, Chris stays with Bret's bike to look for Aunt Gladys. Before parting with Sam, there's an acknowledgement that he had fought with her ex-husband because he knew the guy was having an affair. Chris' late father had explained it all to her.

Chris finds and unwebs Gladys, who sees gold -- the agua mesa lode. A giant spider attacks but Chris uses the perfume and the two escape on the bike, chased by spiders. The others outside get the power on and a fire is sparked in the mine. As Chris and Gladys escape, the mines and the mall explode, and all the spiders inside. Wade hopes insurance will pay. Emergency squads arrive from Tucson, thanks to Harlan. Sam and Chris unite and Harlan offers a radio coda. "Itsy Bitsy Spider" plays over the closing credits.

Commentary: To paraphrase Crow T. Robot, I see spiders but I hear tigers. They even seem to chirp gleefully when they're winning. When shot, they splurt green glop. So the disgust factor is here, yet while these spiders are the most athletic of giant spiders in film, the movie itself isn't especially horrifying. Instead, it tries for campiness sometimes, but never quite hits that mark either. I'd say, therefore, entertaining enough but not a seminal work in the monster canon.

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