Paleontology professor Dr. Jonathan Mugford and a few of his students become survivors of a plane crash caused by a meteor shower while on their to Arizona for a dig. What they discover afterwards is almost beyond comprehension. The meteorite responsible for their crash is also to blame for an ancient breed of huge insects. In this case they are oversized spiders that are very hungry and looking for the perfect place to lay eggs and breed. The only option for Mugford and his troop's survival is to find the nest and eventually come face-to-face with the big mother of mutants.