The Barton Brothers escape from a maximum security prison and manage to evade the police. They find an old dilapidated house and attempt to seek food and clothing from it's owner.

Unfortunately for the Bartons, they have wandered into the home of Count Eugene Lycosa, also known as the Tarantula. The felons attempt to flee as the Count transforms himself into the arachnid creature. They are soon trapped in the web of the Tarantula, who crawls down the web to devour his victims.

But who is Count Lycosa? And how did he become the fearsome Tarantula? The story begins in Europe during the Middle Ages. Hideous Spider-Monsters, led by the Spider-Priestess, are terrorizing the countryside. Villagers are devoured by the Spider-Creatures or are transformed into the hideous creatures.

In order to stop the creatures, Count Lycosa, disguised as a tarantula, follows the creatures back to their hidden Glen. He quickly returns to inform the villagers of the location of the Spider-Priestess. A horde of villagers return to slaughter the tarantulas and burn the Spider-Priestess at the stake.

Prior to her death, she places a curse upon all male descendants of the Lycosa famly. The will forever suffer... The Curse of the Tarantula.