Andre Toulon's diminutive assassins take up residence at The House of Marvels, a traveling doll circus run by Dr. Magrew, who has been trying to create a living doll of his own with little success.

A DNA experiment on a rare breed of spider is taking place on a NASA space shuttle, when a freak meteor shower engulfs the shuttle, causing everything to go horribly wrong. One survivor is found on the ship and watched over in a secret location deep in the California desert. The problem continues, as the survivor isn't alone, as another deadly spiders climbs out of him and goes on a rampage around the ship. Curious reporter Marci Eyre must now survive, escape and warn everyone before the spider reaches outside the desert.

25 years later and poor old McGreedy has been locked away in a mental hospital for his insane ravings about the evil Hobgoblins.

The lifelong friendship between Rafe McCawley and Danny Walker is put to the ultimate test when the two ace fighter pilots become entangled in a love triangle with beautiful Naval nurse Evelyn Johnson. But the rivalry between the friends-turned-foes is immediately put on hold when they find themselves at the center of Japan's devastating attack on Pearl Harbor on Dec. 7, 1941.