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Eight Legged Freaks is a 2002 horror/comedy film directed by Ellory Elkayem and stars David Arquette, Kari Wührer, Scarlett Johansson and Doug E. Doug. The plot concerns a collection of spiders that are exposed to nuclear waste, causing them to grow to gigantic proportions and begin killing and harvesting.


In the quiet mining town of Prosperity, Arizonamarker, an exhausted trucker carrying a cargo of toxic waste swerves off the road to avoid killing a rabbit, loosening one of the barrels, which rolls down the sandy slopes and into a swamp where a small population of insects live. Nobody notices this and the toxins begin polluting the pond and the surrounding area. By next week, an exotic spider collector named Joshua has been making regular visits to the site, where he collects crickets for his spiders. Although the bugs have ingested the toxins, he is oblivious since the insects seem unaffected.

Days later, a young boy named Mike Parker is riding on his bicycle down to the man's spider collection store to visit Joshua. Joshua is excited to show him how much larger his spiders have grown, and declares that he finally received his newest spiders from Brazil: an enormous female Orb Weaver named Consuela and around a dozen males, who bring live food to Consuela to earn her trust and the right to mate. After Mike leaves, Joshua is bitten by an escaped tarantula and is driven into a frenzy and falls on a group of glass spider cages. He is soon wrapped and the spiders make their home in his store, growing larger and larger before heading into his backyard.

Mike attempts to return but is stopped by his mother, Sheriff Sam Parker (Kari Wührer) and Deputy Pete pulling the toxic barrel out of the pond. Sam scolds Mike, reminding him that the spiders are dangerous and he shouldn't be seeing Joshua. Sam forces Mike to get in the car, however Sam has to stop a group of motorcyclists who are speeding and give them a ticket. Sam's daughter Ashley (Scarlett Johansson) is riding on the back seat of one of the motorcycles with her boyfriend Bret, who is the mayor's stepson. Bret is given a ticket and Ashley is subsequently driven home by her mother and teased by Mike.

Wade, the Mayor of Prosperity, is holding a town meeting in the mall (which is ironically placed, seeing as few people live in the town) about whether they should sell the mines and relocate. Chris McCormick, whose father owned the mines before he died ten years ago, shows up and stands against Wade's proposition. Chris also sparks a romance with Sam.

Mike sneaks out on foot and finds Joshua and the spiders missing, although he sees an enormous spider shadow in the mines and tells Chris that the spiders have grown to enormous sizes, based on a giant spider leg he found at the mine entrance, as well as Joshua's web-laden boot. Chris is understandably skeptical despite the evidence. Meanwhile the mines have reopened with the miners searching for a famous gold load, dismissed by many as a myth seeing as the witness of this gold was a dying man, McCormick's father. They are soon consumed by the orb weaver family, who have made the mines their home. Seeing as the entire town is connected in some way to the mines, spiders show up in many different places. Pete's cat is eaten by a growing specimen (though from the imprints made on the wall the cat puts up a good fight against the spider), some ostriches from Wade's private ostrich farm are eaten by large trapdoor spiders, and Chris' skepticism is overcome when his Aunt Gladys and her dog are abducted by a male orb weaver in her basement. He also finds an even bigger leg. Ashley breaks up with Bret, who soon after witnesses his entire motorcycle gang being attacked and killed by jumping spiders, with himself surviving after fleeing into the mines. Sheriff Sam Parker is also skeptical, and is convinced Chris and Mike are delusional. However, her skepticism fades when she witnesses a giant spider attempting to abduct Ashley in her room. The spider is shot, but the threat enlarges as Mike concludes that the spiders come out at night to feed, and the whole town is in danger.

Sam contacts Pete and tells him to bring all guns in the police station's possession and, after a scuffle with some jumping spiders, they travel to the trailer of an eccentric UFO enthusiast named Harlan (Doug E. Doug), knowing he has a radio station that he operates from within his trailer. As Sam broadcasts the threat over the radio with Harlan standing by in disbelief, a giant tarantula assaults the trailer. As the town listens to the broadcast, they at first scoff because of Harlan's reputation, but soon hear the screams of the people within the trailer as the tarantula overturns it. They escape as the arachnid struggles to its eight feet. As the town is assaulted by vicious spiders, Sam tells everybody to get to the mall because it has concrete walls and steel doors. The mayor, who happens to be near the mall seems to be happy that everyone is coming to his mall, but this joy is replaced with terror once he learns the reason. The main characters make it in safely, and the children and wounded people are told to go down to the basement as the able-bodied townsfolk hold off the spiders. Wade sneaks into the mines and encounters Bret before being abducted by orb weavers. Meanwhile, Harlan and Chris climb onto the roof and ascend the radio mast and try to get a signal to call the police, but are believed to be pranksters and are forced to fend for themselves. Harlan jumps from the roof after the tarantula breaks open the gates and lets the spiders enter the mall and lands in some bushes, where he meets up with Pete. The two run from spiders as Chris meets up with Sam Parker and goes down to the basement with the remaining townsfolk. Ashley is reunited with Bret, who finds Wade and frees him. Chris expresses his love for Sam, then goes to look for his Aunt Gladys in the mines. He finds Gladys and the gold his father was searching for, but is confronted by a massive Consuela. He uses Bret's motorcycle to escape, and blows up the spiders and the mines utilizing Gladys' smoking addiction and the high concentrations of methane gas. The police finally arrive (brought by Pete and Harlan) after the danger has subsided. They had not believed the stories of the spiders, but came to investigate the screaming that had ended up going over the airwaves. The authorities end up believing Harlan's alternate story of invading extraterrestrial.

As the story ends, Harlan is heard making a radio report about the spiders. He concludes that the town has decided to cover up the whole incident, but have let Harlan continue broadcasting the incident, knowing nobody will believe him. He also mentions Chris reopening the gold mines and putting everyone back to work, but tells us "that is another story altogether." As the camera pans in on his mouth, it is clear that he now has three gold teeth.




The film was originally titled 'Arach Attack' or 'Arac Attack' (under which it was released in Europe and other countries around the world) but the similarity to 'Iraqmarker Attack' made the title seem inappropriate near the start of the Iraq War.

The title 'Eight Legged Freaks' is a line that Arquette ad-libbed in the movie: "Get back, you eight-legged freaks!" The title however contains a punctuation error in that it drops the hyphen, changing both the meaning ("eight freaks with legs" instead of "freaks with eight legs") and the pronunciation ("legged" as one syllable instead of two).


Director Ellory Elkayem got the idea from his 1997 short film Larger than Life, which also handled a spider-fighting storyline.


  • The town of Prosperity does not exist in Arizona. The scenes inside Prosperity Mall were actually shot in an abandoned mall in Glendale, Arizonamarker. The location was formerly Valley West Mall and also known as Manistee Mall. This movie would be the last operation that took place in the mall, as it was demolished soon after shooting was completed.
  • The scenes in Aunt Gladys' house in the kitchen and in Gladys' basement were filmed at the Manistee Ranch in Glendale, Arizona.

Alternate Beginning & Ending

  • The alternate beginning is an extended version in which Harlan does a broadcast promoting the mall, after which a worker at the mall sees Wade having the toxic waste put in the basement.
  • In the alternate ending, after the mines are blown up, the townsfolk walk down a road to get help. They meet up with Pete and Harlan who were walking through the desert, Pete trying to convince Harlan the spiders were not aliens. Afterward, Sam and Chris kiss as the scene ends.

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