U.S.-Mexico border. Also present are Tarantella, businessman Jan van Croft, and his fiancée, Doreen. They were heading to Mexico for their wedding day, but their private airplane had engine problems and stranded them there. Jan's servant Wu exchanges glances with Tarantella. It serves as the first sign he is working with her. Masterson's nurse at the asylum, George, tracks him to the bar. The entire bar, its patrons and the bartender observe Tarantella perform an energetic dance. Masterson recognizes her, pulls a handgun, and shoots her. He then takes Jan, Doreen, and George hostage. He heads for Jan's private airplane and forces pilot Grant to prepare for takeoff despite the pilot's protests that only one engine is fully functional. The aircraft departs with Doreen, George, Grant, Jan, Masterson, and Wu aboard. Meanwhile, Tarantella regenerates following her apparent death and leaves the bar. Grant discovers that someone sabotaged the gyrocompass, resulting in their flying in the wrong direction (Wu's facial expression reveals the saboteur). The airplane crash-lands atop Zarpa Mesa, where Aranya's creations were expecting them. There is sexual tension between Grant and Doreen culminating in a passionate kiss. Meanwhile, the group dwindles with the deaths of George, Wu, and lastly, Jan. Wu is confirmed to have served as an agent of Aranya, but one who outlived his usefulness. The last three members of the group are then captured. Grant soon recognizes their captor's name is identical to the Spanish term for spider, "araña." Aranya cures Masterson of drug-induced imbecility, hoping to recruit him, which backfires as Masterson performs a suicide attack. He allows Doreen and Grant to escape, then causes an explosion that kills them all. The flashback ends. At the hospital, Grant fails to convince anyone but Pepe of the truth in his story. Yet the finale reveals at least one of Aranya's spider-women has survived. End narration by Lyle Talbot "Yes, you're right, Dan. Common sense tells you there isn't anything to his story, doesn't it? Giant spiders on a desert mesa — fantastic. Pepe is just a superstitious native. True, no one has ever been on Zarpa Mesa, but it's just like any other bit of table land — not a thing different about it or uh... is there?" Cast Opening credits Jackie Coogan Allan Nixon Richard Travis Narrated by Lyle Talbot Mary Hill Robert Knapp Tandra Quinn Chris Pin Martin Harmon Stevens Nico Lek Kelly Drake