The episode opens with a man in the jungle being attacked by several large spiders. after the opening credits, Dr. Mendel Craven is on the verge of a breakthrough, as he has discovered some key words that Zilla Junior understands. He hypothesizes that his new ultrasonic sound waves will control the monster better than using a recording of his roar, but when he tests his theory, he receives no response. Shortly thereafter H.E.A.T. receives a call from the United States government, and they travel to South America, where they find Major Anthony Hicks waiting for them. They venture into the jungle to find some of the spiders, and collect a few samples. They break into two groups, but both are pursued by baby Giant Mutant Widow Spiders.They get into a great fight. They return to the base to treat the wounded, but they discover that the spiders are like Widow spiders, but are far too large, this causes them to theorize that they may be a new species. Hicks plans to eliminate the spiders by dousing the island in pesticides, but that would kill everything on it. The spiders are resistant to almost all Toxins, and the Queen attacks the base. Craven tries to signal Zilla Junior, and this time it worked. Junior attacks the resilient queen, but he is quickly covered in webbing. Craven issues a command to the monster, and he is able to break out. The language barrier however, is not completely broken and Zilla Junior eventually retreats as do the spiders. They soon discover that the spiders reproduce asexually and that it had retreated to lay more eggs. one of the laboratory spiders then escapes and they find that a certain kind of flower pollen can paralyze them. They then decide to use a formula made from the flowers to make a bomb and leave it in their nest. while inside, the group is attacked by the Mutant Widow Spider, and Craven is forced to call in Zilla Junior. During this time Nick Tatopoulos sustains several Mutant spider bites. The bomb goes off and the arachnids are defeated. Nick is treated for his bites and the President of the United States thanks them over the phone.