All Josh and Danny Phillips want to do is play in the yard with their dog, like regular eight-year-olds. Unfortunately, their crazy neighbor Miss Potts makes sure that they never have any fun. When the boys accidentally stumble on Miss Potts's secret that she is working on experiments that change people into bugs they find themselves in a whole lot of trouble. (They also find themselves with six more legs than normal.) Can the boys survive in the world as spiders? And more important, will they figure out how to change back into humans in time for dinner?