A shy comic book fan is injected with an experimental serum and starts turning into a spider. When web covered bodies start appearing a policeman starts to investigate the strange case.

On Christmas Eve, ten strangers board a bus traveling across Texas and are forced off the road by a motorcycle gang. The passengers then take refuge in an abandoned scrap yard. When their defense against the gang weakens and their numbers dwindle they must do the unthinkable go on the offense.