Nerdy security guard Quentin Kimmer (Devon Gummersall) dreams of becoming his favourite superhero, the Arachnid Avenger.

He believes that he may have the chance to do just that when the science lab that he guards is broken into, and he finds and injects himself with the spider serum being studied by scientists there.

His dog is his only friend, at least until he meets his beautiful neighbour Stephanie (Amelia Heinle). But just as things begin to look up for the loner loser, he starts transforming into a spider.

At first he enjoys his new powers as he finds himself able to do things he could only dream of.

But then he begins to mutate even further and the insect instincts kick in, changing Quentin into a hideous spider-like creature who is a danger to his city.

All of a sudden he's got super senses, can shoot webs out of his body and easily climb walls.