However, this film for about 90% of it would step away from puppets and suits and instead use real creatures, and in turn would make one creepy ass film.

The Movie begins in the Arizona dessert where amongst the wind and the dust a man who is terribly deformed is seen trying to find help. Before he can find anyone though, he collapses on in the sand close to a road and dies shortly after. It's then that the title and credits roll.

After that, the film shifts to a local airport where an airplane is landing. Coming out is Doc. Matt Hastings who just got back from delivering twins to some lucky parents. He then returns to the local hotel where his medical office is located, but is frustrated when the hotel clerk has him call Sheriff Andrews about a medical emergency.

At the Police station, he's informed that a local man, Erik Jacobs, was found dead close to a highway. The only problem is they can't identify him. On the way over, they discuss how he was the partner to Pro. Gerald Deemer, a kind but secretive man. Once there, they look at the body, but Hastings says it can't be him.

Its then that Deemer arrives and looks at the body, confirming it was Erik. Both Deemer and Hastings agree that it was Acromegalia that killed him. Hastings insists that it couldn't be Erik since it takes years for it to manifest, but Deemer insists it somehow grew on him quickly. When he asks to autopsy the body, Deemer refuses. The Sheriff, pointing out the age difference, agrees with Deemer.

Back at the lab, Deemer begins work on a mystery substance and preps a shot. Going deeper into the lab, giant animals in cages are shown, mice and guinea pigs far beyond normal size as the Professor gives a small one a shot. Walking down the lab, a chart with the bigger animal's shot/day ratio is shown as he reads them.

Farther down, he looks at a small tarantula, then turns to a glass container to see a massive one behind him, its chart showing it's had more shots then the rest. As it scurries around, Deemer gets a monkey to do give a shot.

But before he can continue, assistant Paul (also deformed) attacks him. Amongst the fight, a fire breaks out and the giant spider's container is broken, it escaping into the dessert. After knocking him out, Paul gives Deemer the shot, but dies shortly after. Deemer then awakens and puts out the fire, but not before losing his animals.

Looking at the burnt lab, he mourns the loss of his work. He then notices Paul dead in the next room, then takes him out and buries him in the dessert. After he finishes, he's scared by the monkey he was to inject, but pleased it survived.

The next day, Hastings and Andrews stew on what happened the day before. After studying up on it, Hastings says that he's never found a case of Acromegalia that developed in just days. They then start to ponder on just what it is they where working out at Deemer's place, until local news man Joe Burch storms in furious that no one told him about Jacobs's death for the paper. They then all start to talk and decide to later go out to the estate.

Later that day, Stephanie Clayton arrives at the hotel and asks how to get a ride to the Deemer estate. When she finds out there's no way to get out there for a while, she waits. When Hastings comes out and says he's going out there, she meets him and she goes along.

On the drive there, they get to know each other. Stephanie tells him how she's a Biology student in college and that Jacobs had just hired her, even though they never met. He then informs her of his recent death, much to her surprise. As the drive, they fail to notice the Tarantula, now grown to the size of a car, pass the street behind them.

Once they arrive, they head in to see Joe talking with Deemer about the electrical fire that destroyed half the lab, but the subject of Jacobs remains short. After he leaves with his photographer, Hastings introduces him to Stephanie. He talks with her about Jacob's death, but she insists to stay, which he agrees.

Deemer then takes both of them on a tour of the lab and reveals what it is he's working on. With Radioactive Isotopes, his goal is create nutrients with hopes of someday ending hunger in humans, as the world's population is growing an alarming rate.

Before he leaves, Hastings again asks about Jacobs and the disease. Deemer still presses that it was natural, but says he was emotional at the time and that he can do the autopsy.

Back in town, Hastings finishes the autopsy and finds nothing bizarre. This in turn infuriates the Sheriff who went out of his way.

At the Deemer lab, Stephanie is shown slowly but surely learning how to manage the isotopes with care. They then prepare to try on a rat. When asked about weather or not they can see the affects, he shows her a rabbit that was days old, but looks more like months old. As he explains, he continues to have an irritation where Paul injected him.

Later that day, she leaves to town. While working the lab, Deemer fails to notice the deformities on his hands.

In town, Hastings bumps into Stephanie. After talking, he gives her a ride back to her place. On the way there, they get talking about the dessert and they take a detour to look at some rock formations. As they sit down and continue, a rock slide suddenly happens above them. Barely escaping, they leave before they could see what it was. It's then that the Tarantula slowly climbs up over the rocks.

Back at the Deemer estate, she invites Hastings in to look at the expirements. Watching from the window, Deemer quickly hides and has a foul look on his face for her letting him in. As he listens in from upstairs, she shows Hastings into the lab.

Inside, both are shocked at the size of the rabbit that just days old, now nearly filling the entire cage. When Stephanie goes to look at the baby rat they injected, she is stunned to see it the size of an adult. Both of them are dumbfounded while, Deemer continues to spy from above.

After he leaves, Deemer confronts her as she's about to go upstairs. Upset, he scolds her for letting him see the lab. Shocked alone at the attack, she's even more surprised at how his face looks. As he leaves her, he pulls out a mirror in his lab and looks at himself, then relies that he's been injected.

On the way back to town, Hastings decides to explore what it was that caused the rock slide that nearly killed them. As he looks for any signs of what could have caused it, he's suddenly surprised at the Sheriff arriving from behind. As he explains the rockslide, the Sheriff mentions he's on his way out to a cattle farmer, Andy, that something ate them. He invites Hastings along.

When they get there, Andy shows them what happened to the cattle, which have been stripped to the bone with no blood or guts. Even stranger is a weird white pool of thick substance close by. Andy pushes for the sheriff to do something, but he just insists to get all the live stock together and keep guard in the night.

Later on in the night, horses start to get riled up as they sense something coming. Slowly, the Tarantula, now gigantic, comes down over the hill, as it descends on the horses, it starts to feed. When Andy arrives, his riffle does nothing as it moves to eat him.

Farther into the night, a vehicle with sheep is going across the road. As it goes across the country, the Tarantula finds and hurls it across the country, then moves to devour its occupants.

The next morning, Hastings arrives as Joe and the Sheriff look over the wreckage along with more skeletons. Sheriff then tells him about Andy who was also like the skeletons and more of the white substance, which there are some of by the car crash as well. Hastings insists that Joe not publish anything yet as it would scare everyone, then gets some of the weird substance to analyze.

Back in his office, Hastings can only come to one conclusion; it's similar to insect venom, which has them all baffled. He then decides to get a second opinion and calls Deemer's. As he talks to Stephanie, Deemer slowly comes down to her and scares. Hearing her, Hastings hurries to his car.

As he drives across the country to Deemer's the Tarantula is seen crawling behind the mountain side in the distance.

Inside Deemer's house, he finds that Deemer is now in the late stages of Acromegalia. Stephanie asks about getting him to a hospital, but Hastings says there's really nothing anyone can do.

Deemer then reveals all that happened. He explains that Erik was impatient and despite the failures with animals, injected himself and Paul with the nutrient. After Erik died, Paul went crazy and attacked him, then injected him so he wouldn't survive. He then goes on to talk about the animals at the size them where at, the Tarantula making Hastings suspicious.

After he faints, Hastings gives him a sedative and leaves him in Stephanie's care. He then says he wants to look into something.

Flying out, Hastings meets a doctor at an Arizona College with the mystery substance, who confirms its Tarantula Venom, but only more then you'd find in 100 tarantulas. When Hastings tells him about the pools of it, the doctor is skeptical.

The doctor then shows him a film about Tarantula which leads to more clues. But when Hastings asks what if one was increased in size and strength into our world, the Doctor warns him of the grave things to come. As they speak of this, the Tarantula comes across some wires which cut off all phone lines to the town.

As Hastings hurries homes, the Tarantula passes over more power lines and takes them out. As it moves along, it comes across 2 men camping out for the night and eats them.

Back in town, Hastings calls the Sheriff and warns him to call the state police and get every available man armed and ready out by the Deemer place. The Sheriff agrees reluctantly.

Meanwhile, Stephanie keeps and eye out on Deemer as the Tarantula slowly makes its way back to the house. As she prepares for bed, she fails to notice the creature outside her window watching in. When it finally attacks the house, Stephanie flees her room. As the house shakes and breaks, Deemer awakens, now terribly deformed.

Looking for more food, the Tarantula finds Deemer's room. When Stephanie opens the door, she sees in horror as he is then eaten by his own creation.

When she flees the house, Hastings arrives and helps her, watching in horror as the giant beast destroys the house. As they flee, they notice the Tarantula is chasing them.

Finally they meet up with the Sheriff and several of his men. Before he can explain, the Tarantula is seen coming after them. The Sheriff leaves 2 men with Machine Guns to stop it and flee if needed in Hastings Car. As they fire on it, the bullets do nothing. When they try to flee, the car won't start and they fail to escape the descending beast.

As they make there way to town, they order the town evacuated and all TNT they can get a hold of readied, and for good measure to get a word out to the local Airbase to lock up on everything they got.

After the town is cleared all the TNT loaded, they head out and prepare the explosives. Joe is first skeptical of the Tarantula, but just as they're finishing, it starts to make its way after them. After getting a good distance from explosives, they wait for the Tarantula to be right on top.

They then trigger the explosives, engulfing it in a cloud of Smoke. As they wait to see, they watch in horror as it keeps on moving through, unfazed.

Back in town, they wonder what else they could do, but panic as they see it slowly moves onto the town. When they start to run again, however, they see the Air Force jets in the air.

Taking formation, they attack the Tarantula. The first rockets do nothing to harm it. They then try the Napalm explosions. After dropping all they got, the Tarantula finally catches on fire and burns to death. As Hastings, Stephanie, Sheriff and Joe all watch though, they remain silent in the celebration.

Fun Facts

While not the best by our standards today, the SFX then was considered better then usual with the real spider used and the deformity make up used on the men. That was a triumphed earned considering it had to live up "Them!" which came out just a year before which was also considered top notch for SFX.

For some close up scenes, crew made a 50 foot Spider with 5 legs. The creation was so life like that local residents called into the authorities that they saw a giant Spider roaming the country.

Another Giant Spider film would borrow from this film as it also used a live spider. This film would be "Earth vs The Spider".

The film would feature a future film Icon. Clint Eastwood would have a role as the lead Fighter pilot that orders the attack on the spider.

The poster for the film had a picture of a spider holding a woman in its jaws, but no such scene was in the film. This poster was from 1933's "King Kong" which had a scene in the film where a pit was filled with giant spiders, insects and squid creatures, but was cut out and lost when it scared audiences too badly.

This film would take a different rout then most giant monster films. Usually, the monsters are birthed by nuclear weapons and there are scientists/generals who have another agenda. The monster here wasn't created by anything that was meant for destruction, but a means to help the human race that would end starvation and hunger.

My rating for this film is ages 8-9.

Like "Them!" this film came out in the 50's, which had a completely different definition of scary then. There isn't much blood, besides some stripped bones, and some of the dialog is actually quit funny.

The only thing keeping this from getting my lowest rating is one thing: Arachnophobia. Don't know why, but most people are scared shitless of spiders. While it's obvious the spider is blown up, it's still a real spider none the less and the film makes it look quit believable that there's a giant tarantula chasing after our hero's. This could be enough to give even an adult some chills, let alone a child. Hence why my rating stands.

So that's this issues Scarries for Kiddies. Next time, we welcome one of the most talented actors ever, Johnny Depp and see if he can keep his head on. No really, he could actually get it chopped off. Until then, Happy Horrors.