Patton Parnel is a young teenager who acts in disturbed ways, such as incinerating ants and spying on his next-door neighbor and classmate Sara Jane, all the while being yelled at by his Uncle Ted. On a field trip of his school to the Alcorp Industries HQ, Sara Jane talks to him so she can get his help to uncover Alcorp's experiments on animals, even though her boyfriend, Gene, is picking him on.

While the excursion goes off, Sara Jane and Patton sneak into the laboratory, setting off the alarm once they step in. While Sara rushes trying to save the animals, Patton becomes mesmerized with a spider, ignoring the warning label indicating that it's a irradiated female spider. As he picks up the spider, she bites him on the hand, just as he and Sara Jane are caught by security. After being reprimanded, they're both allowed to leave, with Sara Jane inviting Patton to join her since he reveals that his parents are dead and his Uncle works at night. Once at home, Patton starts to feel sick and then he's confronted by his uncle, who yells at him and beats him with his belt. Later on, Patton searches for food, finding a mouse behind the door, eating it as he discovers that the spider somehow imbued him with its powers.

Patton starts hunting other animals as food, until his Uncle Ted comes home, discovering to his horror the house wrapped up with spider-webs. Patton states that it's dinner time before attacking his uncle. The next day, he resumes his normal life until he's confronted once again by Gene, who challenges him to a fight at lunchtime. Later, Patton meets a kid whose dog is missing, and tells the boy the dog is at his house, inviting him over. That evening, Patton researches about the spider species that bit him, discovering that their females lay their eggs through their bite. Afterwards, Sara Jane visits him, asking him about Gene's whereabouts since he's not responding her calls. Patton tells her she deserves someone better than Gene and then kisses her, only to bite her neck immediately afterwards.

Sara slaps him, revealing his mutated eyes and Patton sheds his skin, transforming into a new spider-like form. Sara tries to run away entering into his room only to discover to her horror lots of cocoons hanging from the ceiling, including one with the kid from earlier and his Uncle Ted tied up in his bed. Patton professes his "love" to Sara Jane, while hundreds of baby spiders emerge from Uncle Ted's body as he screams in pain. As Patton approaches Sara Jane, Morlun arrives and introduces himself as a "surprise dinner guest". As Patton attacks Morlun, Sara Jane takes advantage of the situation to escape. Morlun muses that Patton is a very young totem, but he will suffice as an appetizer, dismembering him and absorbing his life force.

The next day, Sara Jane, thinks that the whole ordeal was just a dream until she checks the bit mark on her neck and sees hundreds of baby spiders emerging from it.