Smarmy opportunist filmmaker Worthy Milligan convinces traumatized sole survivor Tricia to work as a technical advisor on a film he's making about the horrific events that occurred at Camp Blood. The cast and crew return to the remote woodland area to shoot the picture. Of course, the murderous machete-wielding Clown also shows up to commit more brutal killings.

Deadly spiders are accidentally unleashed from a top-secret military installation. Army specialists and Tanks are called in to exterminate the deadly predators, but the outbreak is worse than expected. Weapons of mass destruction have little or no effect on the venomous spiders. Civilians are strangled with spider webs and eaten alive. The Military in a desperate effort to eradicate the killer spiders, decide to demolish the entire city.

A group of college students decide to party at the abandoned chemical factory on the outskirts of town, unknowing that one of the former factory workers is still lurking about.