A gang of hoodlums has needlessly killed 6 innocent people while robbing a donut shop. They flee the scene and kill two police officers in the process. Running into an alley way, they are trapped by the web of the Tarantula. He immobilizes his human prey with paralyzing venom and begins to feast. One of his victims, however, had managed to escape.

Inexplicably, the escaped hoodlum is drawn to an old curio shop, where in a trance like state, he purchases a tome of the Ancient History of the Middle European Spider Cults. Clutching the arcane book, he staggers out of the city. He soon arrives at a mountain cavern that was once the scene of dark unholy rites performed by the Spider-Cult. He begins to read from the ancient book. After the mystic rite is completed, the Spider Priestess has been reborn.

She immediately feasts on the now useless thug and heads for the home of Count Eugene Lycosa, where she will seek her revenge. Upon arriving, she encounters Joseph, Count Lycosa's man servant. She slaughters him and leaves him as a message for the Count.

The Spider Priestess begins to gather victims and turns them into giant tarantulas. She lures the Count to her hidden mountain cavern, where she orders the giant tarantulas to slay Count Lycosa, who has now transformed into the Tarantula. He manages to destroy the giant tarantulas and turns his attention to the Spider Priestess. Their battle takes them to the edge of a cliff where the Tarantula prevails, tossing the Spider Priestess over the cliff to the waters below.