Dr Kelly has just started an experiment. He attaches a spider's legs, then proceeds to transfer his thoughts into it. It is a success: the entire spider reacts. He seems to be able to see from the spider's perspective. However, MicroTech is secretly watching him, and MicroTech's leader, simply a brain in a jar, wants the technology. He either does not want to pay a lot of money for it, or is afraid Dr Kelly will sell it to another party, the former most likely. So he sends his best agents, a woman with special glasses of some sort and a man wearing sunglasses. The pair manage to sneak into Nanotechnology and enter his lab. Dr Kelly sees the gun the man is holding and proceeds to shutdown the experiment. The man starts shooting up the lab. Unfortunately, he accidentally shoots Dr Kelly, seriously wounding him. The woman stops him. The equipment is severely damaged before the shutdown could complete and is unable to disconnect Dr Kelly's connection to the spider, and Dr Kelly is seemingly electrocuted and collapses. The woman tries to remove the transmitter, but since the connection is still ongoing, it cannot be removed. So they proceed to kidnap the unconscious Dr Kelly and steal a case belonging to him, all awhile unaware that Dr Kelly's consciousness is being transmitted to the spider. So the spider (essentially now Dr Kelly) proceeds to follow the pair, in an effort to get his human body back. However, many strange creatures and obstacles stand in his way. And so, he must fight his way through in order to get his body back.