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Kindly Dr. Reemer (Leo G. Carroll) has big plans for his new radioactive serum. It makes animals grow at a fantastic rate, and this could solve the world's food shortage, but when an accident at his Arizona laboratory leads to a tarantula injected with the serum escaping, havoc results. The eerily silent desert is soon a lot scarier, as cattle and humans start disappearing at an alarming rate. Local doctor Matt Hastings (John Agar) and Reemer's shapely assistant (Mara Corday) finally figure out what's going on after the enormous spider attacks the house where she is staying.