The story begins - as many of the films that inspired it did - with some toxic waste being spilled in a secluded town. The waste finds its way to a spider sanctuary, turning the arachnids into bigger and more powerful creatures. Before long, they are overrunning the town (where's Steve Irwin when you need him?). People get eaten or spun into webs to be fed to the queen spider later on. The first one to discover the problem is Mike (Scott Terra), the young son of town sheriff Sam Parker (Kari Wuhrer). No one really believes him except for Chris McCormick (David Arquette), a mining engineer who has returned to town after a long absence. Other significant characters include a local disc jockey/conspiracy theorist (Doug E. Doug), Sam's teenage daughter Ashley (Scarlett Johansson), and a daffy deputy (Rick Overton).

Giant spiders overtake a secluded Arizona town in Eight Legged Freaks

Like any good film in the B-movie horror genre, the human characters are generally secondary to the creatures. That's not to say that the characters are bland here, just that the spiders are the real star of the show. The special effects team has done a good job making them realistic but not too realistic. In other words, they certainly appear to share the same physical space as the people, but they still have a tongue-in-cheek quality to them. Most of the spiders are "jumpers" and their bounciness is often played for camp value. So is the way they spin people up in webs, sink their fangs into the cocoons they've made, and just generally eat whoever stands in front of them. The filmmakers are smart enough to know that giant spiders can be icky without being nauseating and creepy without being off-putting.

The intentional humor really pays off. Eight Legged Freaks is one of those pictures that tries to make you jump, then immediately gives you a laugh to shake it off. (Three teenage girls sitting in front of me clung to each other the whole time.) In some ways, the movie certainly satirizes the kind of shlocky old-school horror flicks I grew up watching on TV every Saturday afternoon. Style-wise, it looks like those films but with superior special effects. And there are some subtle jokes about the implausible semi-scientific explanation for the spiders' mutation. Once upon a time, radiation or toxic waste was the standard cause of movie creatures because it played on real-life fears the audience had about such substances. Of course, this seems ridiculous today but that's part of the joke. At the same time, the film is technically proficient enough to give you a genuine chill now and again. Balancing camp and creep is tough because that's a might fine line. Nevertheless, director Ellory Elkayam walks it with confidence.

There's not much else to say about something like Eight Legged Freaks. It is a true popcorn movie. You either buy into it or you don't. It's purpose is to be fun, to give you a laugh and a scream. On that level, I found it very enjoyable. I'm probably going to have some ferociously bad dreams tonight, though. Sigh. All in a day's work.

( out of four)

Eight Legged Freaks is rated PG-13 for sci-fi violence, brief sexuality and language. The running time is 1 hour and 39 minutes.