Dr. Steele sends Man Fly to neutralize spider babe, Arachnia. But she kicks his ass in a spectacular battle of insects. Her victory is short lived however, as Man Fly's backup, the Xterminator, shows up and drenches her with "bug spray," which takes over her mind and turns her evil. He makes her his moll, and sends her on a crime spree, after which they have wild celebratory sex back at the lair. Part 1 sees Arachnia swallow his long cock like it was a fly in her web.

Buxom babe Franchezka Valentina stars. One of the great beauties to ever appear in porn.