A man (David Arquette) returns home to Prosperity, Arizona, after having been away for 10 years, hoping he'll strike it rich digging in his late father's mine. Unfortunately some gigantic, toxically charged and hungry spiders got to it first and don't really feel like sharing. Also with Kari Wuhrer, Scarlett Johansson, Matt Czuchry and Doug E. Doug. [1:38]

SEX/NUDITY 3 - A young man and young woman kiss passionately, the young woman tells the young man to slow down, but he persists and she zaps him in the crotch with a stun gun. A woman kisses a man. A young woman is wrapped in a towel exposing cleavage and bare shoulders. Three young men make comments about what kind of underwear a woman wears, as they admire her walking away. A young woman talks to her mother about admiring a man's derriere. A woman tells a man that his beard makes his face look like a "stripper's crotch." A young woman wears outfits that reveal her bare abdomen and cleavage and tight-fitting tops show the outline of her breasts. There are references to a woman having gotten pregnant at the age of 16. A man makes many references to anal probes. A male mannequin's head falls into the lap of a female mannequin.

VIOLENCE/GORE 5 - A man wrapped in a cocoon is stabbed in the abdomen by an enormous spider (and apparently injected with a toxin) and we hear the man screaming. A man sucks on a water hose that appears to be blocked and ends up with a mouth full of spiders; we see the spiders crawling out of his mouth and he screams as he is grabbed from behind by a huge spider. A man opens a couple of cocoons and finds decayed bodies (we see their blackened and shrunken skin). A spider crawls on a man's back, bites his neck, the man screams and knocks over shelves holding spider cages causing them to spill their contents and the room is shortly completely covered with spiders (we see the man later covered by a spider cocoon and snatched off-screen by what we presume is a large spider). A group of jumping spiders chase and tackle many young men riding motorcycles; we see several young men being knocked off their bikes and getting pinned down on the ground; we then hear what sounds like chomping and the young men screaming. A man is grabbed and dragged off by a huge spider while his son watches. A mine (filled with methane gas) is ignited and the flames billow through the shafts chasing and engulfing many spiders and a man and woman on a motorcycle are briefly covered by the flames. Several people are trapped in a basement storage room and the spiders start to break down the door. A man and woman are pinned against a wall by a huge snarling spider; they spray it with perfume and make their escape. A huge spider jumps on, shakes and tips over a trailer home, tossing around the people inside. A young woman is pinned against a wall by an enormous spider who spits webbing or cocooning threads at her, a man tries to fight the spider off with a chair and is pinned to the wall as well, and a woman shoots the spider with a shot gun; it promptly flips over and spurts green goo. A young man finds a dead man in a mine and many others wrapped in cocoons (though apparently still alive). A man is grabbed from behind by a spider and we see him being cocooned by two spiders. A man cuts off the legs of several spiders with a chainsaw. A cat follows a spider into a large hole in a wall, we hear the cat screaming and see its impression in the wall as it is dragged up and across the ceiling until it is eventually electrocuted on a ceiling lamp. A dog goes to investigate a noise in the basement and is snatched into a hole by a huge spider (we hear the dog yelping). A woman goes to find her dog in a hole in her basement wall, she sees huge spiders, and she screams, is lifted off the ground and is wrapped in a cocoon. Several ostriches are snatched out of a pen by a huge spider; we see the ostriches yanked, a puff of feathers fly into the air and one leaves behind part of its bloody legs. Two men are surrounded by many spiders on the roof of a shopping mall; one jumps off the roof and lands in shrubbery below, the other jumps into a vent, tumbles down and crashes into a vent grate. A woman slips under a closing metal door before it hits the ground and a spider's legs reach under to try to grab her. A man shoots a spider through the roof of his car and some green ooze seeps onto the man's face and mouth. Many spiders are shot and when they are hit they scream and spurt out a green goo. A town's streets are filled with spiders chasing and attacking people on foot and in cars; we see people being tackled, dragged underground, a man's car door is torn off and he's dragged out by a spider, and some spiders are hit or run over by cars. Swarms of smaller spiders follow a giant spider into a building; there are people inside. A boy follows tracks into an abandoned mine, sees and hears a huge spider growling and runs, grabbing a broken piece of a spider's leg on his way out. A truck smashes a spider on its windshield (we see green goo) and while the driver tries to stop the truck is covered with other spiders, it jackknifes and knocks down a power or telephone line which causes an explosion incinerating many spiders (we hear them squealing). A spider jumps on a parrot, knocking it off-screen. A car crashes into another car tossing the spider on its roof. A young man is chased by spiders into an abandoned mine and the entrance is blocked by loose stones. A man driving a truck swerves to avoid a rabbit in the road and dumps a barrel of toxic waste in a nearby stream (we see some sludge collecting on the surface of the water). We see many glass cages in an "exotic spider farm" with an assortment of spiders; a boy looks at one cage and the spider inside lunges at the glass and startles him, he backs into a man who covers his eyes, another cage contains a spider who is camouflaged under a "hatch" and it scoots out to grab a cricket and drags it back under the hatch. People talk about a spider cocooning its prey: female spiders then inject it with a toxin that turns it to jelly so that it can be slurped up. A cocooned body falls in front of two people. A man punches another man in the nose. A young man and young woman kiss passionately, the young woman tells the young man to slow down, but he persists and she zaps him in the crotch with a stun gun and he ends up urinating on himself. A man gets nervous when another man (a barber) approaches him with a straight razor to shave him. A spider "coughs" after a young man races away on a motorcycle (presumably from the gas fumes). A man talks about having beaten up another man. Three young men on motorcycles do wheelies. A dog snarls and bites at a man's pant leg. A parrot repeats the line "I see dead people" a couple of times, and a woman on the phone says, "...something ate your cat?" A mine and its underground shafts explode destroying a shopping mall and shooting flames through the ground.

LANGUAGE 4 - 7 scatological terms, 11 anatomical terms, 20 mild obscenities, 13 religious exclamations.

SUBSTANCE USE - A woman smokes a lot throughout the movie.

DISCUSSION TOPICS - Toxic waste and its storage, government conspiracies, aliens, monsters, bankruptcy, delusions, infidelity, teenage pregnancy, ostrich farms, get-rich-quick schemes.

MESSAGE - Toxic waste and spiders should never mix.