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Dr. Jonathan Mugford and a few of his students survive a plane crash caused by a meteor shower while on a field trip to Arizona. But their troubles don't end there; seems the meteorite responsible for their crash is also to blame for an ancient breed of huge spiders that are ravenous and looking to lay a few thousand eggs. To survive, Mugford and his troop must find the spiders' nest and face off with the big mama of all mutants.