A DNA experiment on a rare breed of spider is taking place on a NASA space shuttle, when a freak meteor shower engulfs the shuttle, causing everything to go horribly wrong. One survivor is found on the ship and watched over in a secret location deep in the California desert. The problem continues, as the survivor isn't alone, as another deadly spiders climbs out of him and goes on a rampage around the ship. Curious reporter Marci Eyre must now survive, escape and warn everyone before the spider reaches outside the desert.
- At a lab, a scientist injects something into a huge spider; the bug is put into a box with a name on its label, NASA. At ground control for the probe Majestic 12, everything is ready.
A young scientific reporter called Marci Eyre (Lana Padilla) has to deal with a couple of so-called freaks obsessed with UFOs. Photographer Slick (Oliver Macready) appears with a photograph of some scientific installations. The male in the couple freaks out and starts speaking Russian in panic. The New-Jersey accented couple pretends to be aliens, as Marci tells her editor Phil (H. Murphy). Phil gets rid of the couple pushing them away. Marci has to take care of local non-interest news. Marci suspects that federal facility, as there's too much security around it, although it is in the middle of the desert.
Marcy and two friends go there. Meanwhile, there are problems at the spaceship. The astronauts are terrified, screaming and panicking. Little by little, all systems seem to shout down. They switch to automatic. At ground control, Agent Gray (Mark Phelan) and the flight controller (Timothy Di Pri) notice that there are like bubbles under the skin of one of the astronauts.
Slick, Marci and Jake (Nick Swarts) watch the facility with spectacles. Slick scares the other two pretending to be electrified by the fence, but it's only a joke. Phil calls Marci to tell her off. They break and enter and ravage around the crashing probe, and find a decomposing body. They find one astronaut with half of his face distorted and contorted.
Government officers arrive with scientists. Gray kills one of the scientists who insists that the remaining astronaut has to be taken to hospital, no to the lab. Jacobs (Jonathan Breck) throw body bags on top of the hidden reporters, who are trapped inside a locked lorry's cargo. The three friends leave the lorry once inside some underground lab facilities. They find biohazard labels around, and a person's head within a jarr. The astronaut tells them "Motherlove". He throws up onto Marci, who loses her glasses. A huge spider springs from his mouth.
The spider attacks the two scientists who discover the three amigos. It is as big as somebody's head. As the female scientist can't see because of the spider web, she opens the lab door on her confused way out, giving the spider her way out, not before stinging the male scientist. The spiders runs after the female scientist, catching it, while Marci et al. hide in a warehouse. The aggressive spider finds the three reporters. the male scientist rings the alarm. The friends find another NASA astronaut within a cryogenic capsule, which they can open easily.
A spider takes Slick.
It looks like Marci is getting into the nest of the spider. It attacks Slick, who almost falls down the lift shaft. The spider looks dead, because Josh has punched it. Marci finds the lab where the growth of the spiders was being studied.
They enter the life but it stops halfway. The lift seems to be armed, so they leave it and try to climb the walls but fall down until a web catches them halfway to the floor. The spider is human-size now. The spider kills Josh while Marci runs away.
Empty corridors all around. The soldiers, including John Murphy (Josh Green), look for Marci, who runs away. The spiders take some of the soldiers as well. Gray kills a wounded soldier, he's so remorseless. Marci and John, Gray's assistant, fall to a pool in a warehouse, but a spider kills John. Marci saves Jake. He wants to leave the place, but spiderwebs have it blocked. Gray appears and tells him to stay at gunpoint. Gray wants to silence everybody, so he won't hesitate to kill both Marci and John, the last having no bullets, but a spider traps Gray saving him and Marcy. The spider strings Gray. Jake is one of the victims.
The only way out has become a nest. A spider appears through the lift floor, but going down, the lift squashes it.
Finally, Marci and John leave the place through the parking lot and a tunnel.
They run to the newsroom, but Phil has been killed by Gray. He's got one of those spiders' kittens inside him. He wants to save them, a new race of fighting and killing machines. The spider is now as big as a building, creating mayhem on campus.
John flies a helicopter. As he can't kill the spider that way, the borrow an ambulance.
Marci hangs from the helicopter with a small bomb. John flies her in front of the spider, who's now on top of a small building. They make it go bust.
Marci writes her story.