In this throwback monster movie from producer Dean Devlin ( , ), David Arquette plays the son of a deceased mine owner, returning home to the economically depressed hamlet of Prosperity, AZ, after a long absence. His arrival coincides with a toxic waste accident in the local water supply, the result of a barrel jostled loose from the back of a passing truck. Unfortunately, said water source abuts the region's least-popular attraction: an exotic spider farm. The farm's owner (Tom Noonan) becomes the first victim when the spiders, already possessed of keen predatory abilities, grow to the size of small automobiles. Laying in wait underground, they begin picking off the town's pet and ostrich population, and soon it's all the local sheriff (Kari Wuhrer) can do to raise the alarm before the siege begins. was produced under the working title "Arac Attack," but the politically conscious producers, concerned the title sounded too much like "Iraq Attack," went with Arquette's brainstorm as a safer alternative.