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.

25 years have passed, and old McCreedy rots away in a mental hospital, raving about demonic creatures. Meanwhile, Kevin and his friends, now all grown up but not all that much wiser, are visited by a bunch of wish-fulfilling monsters.