Jason and Alexander are sailing to Honolulu when they come across a burnt out yacht. In the distance they see a huge storm heading towards them, when impending disaster strikes they are both pitched overboard with little hope of survival. Hours later they are spotted and rescued by a passing cargo ship and once on board they feel everything is ok. But everything is far from safe, for deep within the bowels of the ship strange things are happening. Jason is treated for a flesh wound and when an injection administered by the dark and mysterious Dr. Gabec fails to help Jason he is confined to the sick bay. Alexander confronts the captain and demands to see Jason, he refuses and tries to molest her, she fights him off and flees in search of Jason. What she finds will haunt her for the rest of her life, deep in the hold a giant killer spider and it's offspring are feasting on the evil of Dr. Gabec and Jason is about to become lunch!