25 years have passed, and old McCreedy rots away in a mental hospital, raving about demonic creatures. Meanwhile, Kevin and his friends, now all grown up but not all that much wiser, are visited by a bunch of wish-fulfilling monsters.

A DNA experiment on a rare breed of spider is taking place on a NASA space shuttle, when a freak meteor shower engulfs the shuttle, causing everything to go horribly wrong. One survivor is found on the ship and watched over in a secret location deep in the California desert. The problem continues, as the survivor isn't alone, as another deadly spiders climbs out of him and goes on a rampage around the ship. Curious reporter Marci Eyre must now survive, escape and warn everyone before the spider reaches outside the desert.