Two stepbrothers, Cole and Ryan, have a cruel prank in mind. Their target - a shy classmate of theirs named Lily. When they catch her walking home from school, they claim that they need help studying, inviting her to join them at their house the following day. Although Lily's a little unsure at first, the fact that this popular pair of stepbrothers want her help is enough to give in. A housewife, Naomi, is feeling neglected by her husband, Marcus. Dejected and frustrated, Naomi goes outside to do some gardening. Her cocky teen neighbor Trey tries to get flirty with her, but she just finds him annoying. However, when Naomi is bitten by a mysterious spider in her garden, she begins a terrifying transformation - and soon Trey and Marcus will both be caught up in her lustful web.