A psychological horror film based on the short story by H.P. Lovecraft. Daniel Upton's relationship with his friend Edward Derby is abruptly changed after Edward becomes romantically involved with Asenath Waite, a hypnotist with an odd reputation. As Edward's behavior becomes more erratic and events unexplainable, Daniel investigates. Is it madness...or something far more terrifying?

When a small research plane carrying a group of science students and their professor crash-lands in the middle of nowhere, the survivors go to a nearby farmhouse to look for help but soon find themselves besieged by giant mutant spiders.