Original subtitles

How many more do you figure, Captain?

A dozen probably, maybe more.

I think air support's getting a little too close to us, sir.

Is the radio still working?

No, sir. This one's full of sand.

The only radio left is in the other vehicle, sir.

Cover me, Corporal.

Yes, sir.

Ghost Rider 5, this is Warrior 6. Come in. Over.

This is Ghost Rider 5. Go ahead. Over.

We appreciate the support, Lieutenant, but I need you to back off that truck.

Otherwise General Thoren is gonna rip us both a new one.

Roger that, sir.

( Screeching )

Schwalb! C'mon, buddy. Schwalb?

Medic! Medic!

Anything I can do, sir?

( Screeching )

( men shouting )

( wind whistling )

( helicopter blades whirring )

Ghost Rider 5, this is Warrior 6. Come in. Over.

Go ahead, Warrior 6.

The enemy has stopped firing. We're gonna move in and check it out.

I just need you to stay close. Copy?

I've got your back, sir. Over.

All right, Collins, tell the men we're gonna move out.

We're gonna head over there and see what the hell happened.

- Rock 'n' roll, sir. - All right, Collins,

tell the guys not to get cocky. I don't want any more casualties.

- Copy? - Copy that.

Anything, sir?

No, it's like they packed up their tents and moved out.

What about all that screaming?

You got me, Private.

Do you think it's a trap, sir?

I don't know. Let's move in and check it out. Stay low.

( Helicopter blades whirring )

Inventory sheets indicate two crates missing, sir.

They're over by the rocks. Have the guys collect the weapons.

- I'll be there in a minute. - Copy that, sir.

- How bad is it? - A clean exit. You'll live.

But it looks like you just bought yourself a trip back home.

Wonderful.

What do you think happened there, Captain?

I have no idea. They leave the weapons truck out in plain view.

One minute they ambush us, the next--

Any idea why they left?

I have no clue. I'm just happy they're gone.

Thanks for the Band-Aid.

My pleasure.

If you don't mind, I'm going to take a closer look.

Be my guest.

Beshbesh----

a very large, very dangerous spider.

A spider did this?

I've seen plenty of spiders out here, but none of them could do that.

Then you have never seen a beshbesh.

They're extremely deadly

and can reproduce in a matter of days.

My people call them "devils of the sand."

Well, whatever you call 'em,

they were angels for us today.

Just get that Humvee as close as you can, okay?

Yes, sir.

How's it coming, Collins?

Good. Only two rebels unaccounted for, sir.

Well, they might be up above these rocks.

Why don't you sweep the area? Take Daniels with you.

( Spider screeches )

What the hell was that?

It could be a sand devil.

What the hell is a sand devil, sir?

Unless you want to find out the hard way, forget sweeping the rocks.

Let's just get these rifles in the truck.

All right, gentlemen, pack it in. Pack it up. We're moving out.

Men: Yes, sir.

Man: You heard the captain. Move it out.

- Captain. - What is it?

It's Corporal Schwalb, sir. He didn't make it.

Damn it.

Send it up, sir?

No, pack up his gear. Box him up. I'll take him home with me.

Yes, sir.

You got something to say, Sergeant?

No, sir.

All right, just tell me what's on your mind. It's an order.

Permission to speak freely, sir.

Granted. Now spill it.

It's just that we've been driving since 0700

and that's only the third time you've spoken to me.

You've been keeping track?

It helps me to stay awake, sir.

It's either that or my smokes, and I quit those a month ago.

A smart decision, Sergeant. Those things will kill you.

But I imagine it's better than a bullet to the head.

Were you and Corporal Schwalb close?

Close enough that this isn't just a responsibility.

It's a duty.

I'm sorry for your loss, sir.

Thanks. It's not the first time and I'm sure it won't be the last.

Schwalb was a good soldier.

They're all good soldiers.

I appreciate you letting me piggyback on your ride here.

It's not a big deal. Not much back there

but some M-16$ for the new recruits coming in from Selby next week.

- Fresh meat. - Yeah, yeah, yeah.

(siren wailing )

Yeah, Jimmy Ray, I got an eye on him.

Jimmy Ray: Roger that, Sheriff. Can you pinpoint the location?

They're headed east on 181, gotta be doing 90 mph.

Jimmy Ray: Copy that.

Go ahead and call up Mac over at Cedarsburg

and see if he can't set up a spike strip or something for us.

I imagine we both could use a little bit of coffee about now.

How far did you say that rest stop was?

Just around the bend.

- Watch out! - ( tires screech )

Oh, that ain't good.

( Screeching )

( sighs )

- Jimmy Ray. - Go.

We've got a little accident out here on 181

just past the marker number 12.

We're gonna need some emergency vehicles.

Jimmy Ray: Copy that, Sheriff.

Just call Abe out at the garage

and have him send out a tow truck, okay?

And like I said, gonna need a meat wagon.

Jimmy Ray: Coming to you.

(air hissing )

Are you okay?

Yeah, I think so.

We're gonna have to put you in for the Purple Heart.

Thanks.

Y'all all right?

Yeah, I think so.

I've got a medic coming.

Hell, it looks like you lost some of your load.

I hope it wasn't top secret.

I gotta help this one.

Sheriff, Captain Mike Sturges. I'm gonna have to ask you

to lock down the road till I can pack up and get out of here.

I'm sorry, Captain. Nobody's getting out of here anytime soon.

Why's that?

Sheriff: Well, I'm no mechanic, but she looks like

she could use a little work before she's ready to roll.

I could offer you a ride back to Cedar Creek

if you want a hotel for tonight or something.

I appreciate it, Sheriff, but we have to stay with the truck.

Well, all right, then.

Go ahead and see if she'll operate.

If she works, I'll escort you myself.

- All right, thanks. - Thank you, Sheriff.

Sturges: All right, Sergeant, see if you can start her up.

Yes, sir.

( Electronic dance music playing )

- This is it. What did I say? - It's gorgeous.

- Beautiful, bro. It's awesome. - Whoo! Let's party.

Yo, Erin, get the stuff in the back, all right, babe?

- Nice move, man. - Whatever.

( Screeches )

Hey, you got the bottle?

Oh, yeah. Good call.

Hey, sharing is caring. Come on.

There you go. There you go.

Hey, I thought we came out here to go hiking, not drinking.

Yell at him, not me.

Come on, Erin, stop being such a stiff.

You know what? I know where this is going.

I'm out of here.

Hey, what's up? Where are you going?

Back to the car so you can take me home.

But we just got here.

Then I'll drive myself.

- Where did you get those? - Oh, don't you remember?

"Don't forget to lock up when you get the stuff out of the back, babe."

How am I supposed to get home?

Try hitching a ride with your drinking buddy.

Are you serious right now?

Bitch.

You always leave the sunroof open.

What if it rains, you dope?

( Engine starts )

( screeches )

( Trent screaming )

He's just making a scene for Erin.

Ignore him, baby.

See?

-( Rocks clattering ) - Did you hear that?

It's just rocks falling. Rocks fall all the time around here.

No, it's Trent. He's watching us.

Ignore him.

Trent, knock it off. Just 'cause you're not getting any

doesn't mean you have to ruin our good time.

Trent, this is so not cool.

I can't do this. You gotta go stop him.

Thanks a lot, jerk.

- ( Spiders screeching ) - ( screaming )

( screaming )

Get out of here!

( Screaming )

That's about the size of it, sir.

Major Kearns: All right, all right, I'll get a team from the motor pool

out to you by 0600 tomorrow.

- Thank you, sir. - Just keep an eye on that cargo.

The last thing we need is some local yokels getting one of those weapons.

Yes, sir.

Well, he's bringing a new crew out here at sunup.

Orders are to stay with the truck.

Wonderful. So I guess I'm camping out tonight?

Yeah, I'll see if I can get us a couple of rooms, split duty with you.

No use you having all the fun all by yourself.

Fun.

Do you think they got any room service?

I doubt it.

I'll check with the sheriff, see if I can get us some chow.

Oh, man, I'm starving. I could go for a burger and a milkshake, please.

I'll see what I can do.

Appreciate it.

Hey, I just talked to Jed. He says y'all can park here if you want.

He's even got a couple of rooms for you free of charge if you need 'em.

Thanks, Sheriff. You know where we might be able to get some chow?

Oh, heck, yeah. Come on.

( Pop music playing on stereo )

- ( music stops ) - ( door alarm beeps )

Freddy.

Freddy, I need a fill-up.

Freddy.

anybody?

Freddy.

Hello.

Help.

Help us.

( Erin moaning )

Help. Help us.

( Screaming )

Now stay together, everybody. This isn't a nature hike.

We've got specimens to examine.

Yeah, but what you have to remember is that all bugs aren't created equal.

Which of course presupposes my original thesis.

Will you two give it a rest, please? You sound like two old ladies

trapped in the bodies of 20-year-old mega nerds.

And by mega nerds you mean future Nobel Prize winners?

- Oh! - No.

Everyone, gather round. Now this is what we came to see.

Monotypic therasaphid, genus latrodectus,

obviously at least 4,000 years old.

Now as you can see from the fossilized impressions on the rock,

this bug had quite an appetite.

This is something you don't see often,

because most of the fauna from this region

cannot thrive in the post-arctic conditions.

Can we get extra extra credit

if we classify the fossil by genus and species?

Certainly. Be my guest.

Remarkable.

Students,

look at that.

Oh, my God, what is that?

- Looks like a spider. - Count the appendages, Mr. Wilson.

- It only has six. - Professor: This is astonishing,

and especially this far removed from its natural habitat.

Professor, be careful.

- ( Screaming ) - ( screeching )

Oh, my God.

- We've got to help him. - No, we've got to help ourselves.

Come on.

( Screaming )

Where's the rest of them?

I don't care. We just have to get away from that thing.

( Screeching )

( screaming )

Eddie!

Eddie.

No!

So what are you doing stuck out here in the middle of nowhere?

Well, if they keep electing me sheriff, I'll keep showing up for work,

except I don't expect it to last much longer.

That's too bad. Seems like a nice place.

Well, it used to be. It's practically a ghost town now.

Thank God for Reba and that dang pie of hers, boy.

I suppose that's where we're headed now, I take it?

That's it right there.

Romeo and Juliet on the rocks, over easy.

- Coming right up. - All right.

Hey, woman.

Howdy, Ken. Hey.

- And who's this fine gentleman? - Captain Mike Sturges.

Airborne. Nice.

Hey, Joe, get out here. We've got a VIP in the dining room.

All right, be right there.

- Right this way, gentlemen. - VIP. ( laughs )

Bart, will you get your ass up?

How many times have I told you booths are for two or more customers?

Gentlemen.

It's good to be sheriff.

We've got some great specials today.

Would you like to start with a drink?

Captain Sturges, this is my husband Joe.

It's a real honor to have you here, Captain.

Thank you for your service to our country.

- Pleasure. - Can I start you off

with an ice tea, coffee?

Hi. Can I get you boys something to drink?

I guess Patty will take it from here.

Hi, Sheriff, Officer.

Ma'am.

Can I get you started with something?

Brad: I think I'll just get a burger.

I'm not even hungry any more.

Do you want anything, sweetheart?

- A grilled cheese, I guess. - You want fries with that, sweetie?

How about a fruit salad instead?

Whatever. Can I have a dollar to go play a video game?

Yeah, yeah. Here, take $5.

Thanks.

I am so sick of you.

It's too bad you lost your appetite.

I hear the huckleberry pie is out of this world.

Do you even care that you've ruined everything?

Of course I care.

But I've already apologized to you more times than I can count

and we're still headed for Splitsville in Vegas,

so I don't know what more you want me to do.

Dropping dead would be a good start.

So here's where the new freeway will go.

And then we'll build the Indian casino right over the old gypsum plant.

But first we've got to get rid of these parcels, including this dump.

The sooner, the better. Look, I don't want to show up

at the next shareholders' meeting with more bad news.

Just relax. It'll all be taken care of by the end of the week.

Reba: Romeo and Juliet! All right.

Makes me sick how these rednecks fall over anything in uniform.

What'd you expect? They're stupid.

Stupid people are easily led.

Let's finish up and get the hell out of here.

These hillbillies are starting to make me depressed,

not to mention GI Joe and Barbie over there.

So that's it.

- Is it safe to drink? - If I was gonna kill you, sweetie,

I wouldn't do it in my own damn restaurant.

It's bad for business.

Oh, and by the way, the answer is still no.

Do you think we need to increase the offer?

She'll crack. You'll see.

( Ashley whimpering )

Look.

- Let's go. - Come on.

- I don't think anybody's home. - Break in, then.

Traci, Carl, come on, over here.

Come here. Come here.

Come on.

- Where's Eddie? - He didn't make it.

Come on. They're coming.

I got it. Come on. Come on, come on.

Damn. Anybody getting service?

Nothing.

What do we do now?

First let's figure out what the hell we're up against.

Well, I got a picture of the one when we were running.

That is one hell of a nasty spider.

What are you doing?

This phone has an encyclopedia.

I'm searching for one hell of a nasty spider.

- Damn. - What's it say?

Guys, it looks like we're facing what seems to be a horde of camel spiders.

- What? - Yeah.

It says they're indigenous to the deserts in the Middle East.

What the hell are they doing here in Arizona?

- I don't know. - Does it say how to kill them?

No, it just says that their bite

is extremely venomous and almost always fatal.

Damn, we're all gonna die.

We are not gonna die, okay?

What we're gonna do is we're gonna secure the doors and the windows

and then we're gonna lay low. Maybe they'll just go away.

- Yeah, and what if they don't? - You can't think like that, Traci.

I suggest we look around the place for some kind of weapons.

- Good idea. - I agree.

Stay together. Traci, you're with me.

( Country music playing )

Hey, time for another trash run.

- I got it. I got it. - Thanks, Tommy.

Don't take all day.

( Distant dog barking )

( spider screeching )

( screeches )

( screaming )

What was that?

Look.

-(gunshot) - ( screaming )

Let's get out of here.

( All screaming )

Close that door now.

-( Beeping ) - Where's my food?

Sergeant, I need that truck at the diner right away,

- a quarter mile up on the right. - What's going on?

You got two words: big spiders.

Don't worry. Help's on the way.

- What happened? - Tommy's dead. Go.

- What? - Go, go, go

- ( screeching ) - ( screams )

Sturges: Everybody just stay calm.

How are we supposed to do that? Those things are everywhere.

Shut up, stupid. Did you hear what the man just said?

All right, listen up. I'm gonna have a truck here in about three minutes.

We're gonna hop on it and get the heck out of here, all right?

Mom, where are we going?

You just stay with me and your father, okay? We're gonna be all right.

The captain and the sheriff are gonna take care of everything. Right?

Right.

Sturges: All right, the truck should be here in a minute.

I want you all to grab your belongings and be ready to go.

Mom, look.

- ( All screaming ) - ( gunfire)

( horn honks )

Out, out, out, out.

Move, move. Let's go. Let's go. Let's go.

Come on, let's go. Let's go, come on.

Come on, come on, come on.

Sturges: Let's go. Let's go.

Come on, get in. Come on, get in the truck.

- Honey, honey, come on. ' Ups ups up'

( screaming )

Brent!

- We gotta help him. - Get in the truck, damn it.

Get out of here. Go.

Go.

- Go, go, go, go. - Yes, sir.

Come on, go!

Ashley, what about this?

Sure. It's got a one-time use, but okay.

You know, I can't get that picture of Eddie out of my mind.

It was horrible.

And I just keep on thinking the same thing's gonna happen to us.

We're gonna be just fine, Traci, okay?

Let's just focus on staying alive until help arrives.

No one even knows that we're here.

When we don't go back to the school tonight,

they'll send someone to find us.

Are you sure?

Very sure.

Don't worry, I've got some ideas.

Crap.

This gives me a warm, fuzzy feeling.

- The basement. - Well, let's go down it.

It's dark.

So? We found some light. Let's use it.

How about we don't say we did? Come on.

What if that's how they can get in?

I hate to tell you, but if these things are already in the house,

we're dead meat anyway.

All right, look, you stay here. I'll be right back.

But that's not a good idea.

Just wait right here, okay?

I'll be right back.

Carl: Buddy, are you okay?

So far so good.

( Screams )

Don't do that.

Sorry. I felt bad about you coming down here by yourself.

Well, maybe next time like a "Hello, hey, I'm here"--

something like that might be nice.

Fine. Did you find any access?

No, I haven't seen anything.

- Let's get the hell out of here. - All right.

( Spider screeches )

( metallic rattling )

( metallic rattling )

God, I hope this old truck holds together.

Do you think these things are still following us?

I imagine so, ma'am.

Well, what the hell are they? Some military experiment gone wrong?

You guys are something else, you know that?

- My friend's dead thanks to you. - All right, you need to back off, son.

These things are a freak of nature. I saw something like it in Afghanistan.

- So you brought them back with you? - I don't know how they got here,

but we're all in the same boat now. And if we don't deal

with these things fast, it's gonna get real ugly around here.

Hell, we must be going up Wilson's grade, the way this thing's rattling.

I don't think she's gonna make it.

Any mechanics on board?

We might be able to make it to the gypsum plant.

It's about half a mile from here. We could wait it out there.

That's not a good idea.

Well, you got a better one?

- Got four walls and a roof? - The place is like a bunker.

I mean it's ugly as hell, but--

All right, then we're going to the gypsum plant.

All right, well, you're gonna have to make a right along this road.

Just look for the sign.

Sergeant, there's a sign up ahead. We're gonna make a right-hand turn--

gypsum plant.

Got it, sir.

Do you think we'll be safe there?

Anything's better than this truck.

This is Captain Sturges. Put me through to Major Kearns.

- This is Kearns. - Major, yes, sir, we're headed north.

Unfortunately we're dealing with some very large spiders.

- Spiders? - Yes, sir, I said spiders.

-( Phone beeping ) - Hello?

- Damn it. - Do you think he got that last part?

So much for Vegas, huh?

So how do you feel about an armed populace, Captain?

You know how to handle an M-16?

( Chuckles )

Hell, I learned how to fire one of them before I knew how to drive.

How about you, Joe?

Well, I'm insulted that you even asked.

Now what, Captain? The gates are chained.

We don't have any time to fiddle with the lock. Drive on through it.

You will do no such thing. This is private property.

Give him the keys.

Be my guest.

Go ahead, Sergeant. Ram through it.

With pleasure.

Everybody out. Let's go.

I'll keep an eye on the perimeter.

Honey, come on.

Sharon.

Come on.

- Are they getting closer? - Just keep moving.

We can stay in the offices up on the second floor.

There's some water, some vending machines and a few sofas.

All right, I'll hit the breakers.

- Hey, take this, will you? - No, thanks, tough guy.

- You're gonna need it. - If he doesn't want it, I'll take it.

- Brad: Go, go, go, go, go. - Help me get the weapons out, will you?

- Brad: Go, go. - Sharon: Hurry up.

- Who has the damn key? - Open it, damn it.

- I got it. I got it. - ( all shouting )

Go, go, go, go, go.

- Cain: I'll get the lights. - Sheriff: Come on, hurry up.

Come on, come on.

- Joe: Let's go, come on. - Make sure you lock that tight.

Joe: Hurry up.

- Sheriff: Let's go. - ( all shouting )

Cain: Yeah!

( All shouting )

Sharon: Come with me, honey. Come here. Come here.

This way, everybody. Come on.

All right, everybody, this is it.

- No reception in here. - No cell signals, only landlines,

and they were disconnected last month.

Ma, I gotta go.

Restrooms are down the hall to the left, if anyone needs them.

Come on, sweetie, I'll go with you.

You know, it's too bad we don't have Internet service up here.

It sure would be nice to see what we're up against.

Well, best I can tell, we brought them back with us from overseas.

As I said, military screw-up all the way.

Pipe down, slick.

I have a question: How do we get rid of 'em?

Kill the queen, right?

Spiders don't have queens. It's not gonna be that easy.

Well, good thing we brought these.

( Police radio chatter)

Jenny, it's Jimmy Ray.

I'm at the general store. Are you sure about that report?

Jenny: Well, two people did call in to report about screams.

Okay, I'll check it out.

( Screams )

Maybe we could build a giant spider trap.

Really? What would a giant spider trap look like?

That's not our concern. The army made this mess. Let them clean it up.

You ever seen the army clean up a mess before?

Just be careful what you wish for.

- This blows. - Stop being so negative.

- Patty's right. - I am?

Yes, in the morning we will devise a plan

- to get everybody out of here safely. - Reba: Well, that's great,

except that I have a busload of tourists coming in at dawn.

There's not much we can do for them now, is there? We hope for the best.

Sheriff, keep an eye on everybody. I'm gonna get the lay of the land,

check for vulnerabilities. Let's go, Sergeant.

Yes, sir.

I still can't believe this day.

Hey, we're gonna be okay.

( Spiders screeching )

Did you guys hear that?

No, but I'm ready for it.

- You checked the basement, right? - Yeah. Yeah, it was fine.

- Is it? Seriously? - Yeah, nothing.

( Spider screeching )

I think it's coming from behind the grate.

Ash, I wouldn't do that if I was you.

I don't hear it any more.

See? The basement's probably the safest room in the house.

Maybe we should just make a run for it.

It might be okay.

Think about it, honey. It's pitch-dark out.

If those things are out there, we wouldn't stand a chance.

Oh, my God, why is this happening to us?

Hey, it's okay. I'm here.

I should go check things out upstairs.

You guys try to get some sleep, all right?

I'll take first watch.

I'll have a bird's-eye view from up here.

- Be careful. - I will.

So do you have any plans for this summer?

Nothing.

We're going to Italy.

( Chuckles ) On our honeymoon.

You guys are getting married?

Congratulations. When's the big day?

- Well... - April 8th.

But that's already past.

We just decided to do it.

We're gonna deal with whatever, when and if.

Best of luck to you both.

Thank you.

Look at your beautiful hair.

- Mom. - Yes, baby?

Are we gonna die?

No.

We are not going to die.

We're gonna be just fine.

Well, if we're not gonna die,

then can you and Daddy get back together?

I don't know.

Okay.

Are you all set?

Yeah.

Let's go get some sleep.

Okay.

So tell me what's worse--

the Taliban or these spiders?

Technically they're not spiders. They only have six legs, so...

Okay, thanks for the clarification, Professor,

but you still didn't answer my question.

I hate spiders.

They bite.

So do I.

Do you think this place is gonna keep them out?

Who knows? We've still got a lot of real estate to investigate.

Might be some open doors in the basement. You never know.

Are we gonna go in the basement?

What, are you scared?

No. Well, maybe a little. Aren't you?

That information is classified.

Yeah, right.

( Plays a tune )

You know any Coldplay?

Is that by Hank Williams?

It's the name of a band.

Never heard of 'em. Guess you're out of luck.

( Playing "Amazing Grace" )

You know, if those two hicks that own the diner

don't make it out of here alive,

that's one less property we have to worry about.

We could clear it all up in probate.

You know, sometimes I don't know how we ended up business partners.

Probably because you didn't have the guts for the dirty work,

or am I misremembering?

You're really something, you know that?

All I know is that if we end up with a spider infestation,

we can kiss that Indian casino goodbye.

"Native American" is the preferred nomenclature.

Reba: Bet you those two over there ain't gonna want the diner any more,

now it's filled with spiders and everything.

They don't want the diner, babe.

They just want the land.

The land?

There's nothing around for miles.

Not yet.

I heard people talking. They've got something up their sleeve.

Really?

All right, let's jack up the price,

take 'em for all they've got,

retire early

and go to Hawaii,

like you said, hmm?

Lots of fishing,

drinks with little umbrellas.

Joe: I knew something wasn't right with those two

the first time I met 'em, sons of bitches.

All right, let's bleed 'em dry.

I guess I could get used to beach living,

especially if it's with little old you.

Aww.

I love you, pumpkin.

Hmm.

- Hi. - Hi.

- How's she doing? - Pretty well, all things considered.

And you?

How are you?

Let's just say I wasn't expecting this

when we left the house this morning.

I guess we should have pulled off

and stopped at KFC when she wanted to, huh?

Yeah.

Hey.

Hey.

Do you mind?

Be my guest.

Look, I'm sorry about your friend.

Was he your roommate?

Yeah.

I'm Patty, by the way.

You know how to use that thing?

This? ( chuckles )

Not yet. But I always used to go hunting with my dad

and I'm sure I can figure it out. You just aim and like--

Whoa, hey, hey, hey.

Watch where you're pointing that thing.

Sorry. It's just a gun.

Well, how come you don't want a gun?

I'm a pacifist.

Chicks dig it.

So I don't need a picture of me holding an M-16

showing up on Facebook.

I'm sure that's like the least of your worries right now.

What do I need a gun for when I have a real-life GI Joe protecting me?

You know,

if sarcasm worked better on these bugs than bullets,

then you would be the first person I'd call.

( Chuckles )

Thanks.

I wonder what's behind here.

It's locked.

Yeah, I don't think anything could get through that.

Come on, let's go upstairs and get some rest.

( Spider screeches )

Anything?

Nothing. It's totally quiet.

Okay, get some shuteye. I'll take over.

All right.

- Hey, Ash. - What?

You do good under pressure, I'll give you that.

Thanks, but it's all a bluster.

I'm just as scared as everybody else.

I don't believe that.

( Gasping )

( spiders screeching )

( men screaming )

- Cover me, Corporal. - Yes, sir.

Medic!

( Exclaims )

Are you okay, sir?

Yeah, yeah, yeah.

Just a-- just a bad dream, I guess.

Do you always have--?

No, I don't.

Okay, sir.

( Exhales )

( scratching )

Oh, great.

( Wind whistling )

Good morning, sir.

Not this morning, Sergeant. Anyone seen the sheriff?

Yeah, I think he went up to the roof for a smoke.

- How's the coffee? - It's warm at least.

I'll be damned.

( Screeching )

Joe, Reba, grab your weapons. Sergeant, stay here,

- keep everyone safe. - Yes, sir.

( Screaming )

- Reba: Ken. - Stay with me, Sheriff.

Oh. There's a truck over there.

Come on, let's get you inside. Can you stand up?

Damn it.

Let's get him inside.

Come on, help me out.

( Spider screeching )

( scratching )

What the hell was that?

Where's Carl?

The spiders must have got in.

- Carl? Carl, honey, I'm coming. - Traci, Traci, stay here. Stay here.

- No! - Ashley, hold her right here, okay?

- Let me go. - Stay here. Stay here.

- Ashley: It'll be okay. - Carl, are you all right?

- He is not all right. Carl! - Will will get him, okay?

Carl? Carl?

He's not saying anything. Carl!

Carl.

This isn't funny, man.

Carl!

( Retching )

( spider screeching )

They got in.

( Screeching )

- Where's Carl? - I'm sorry. They got him.

No. God, no.

- Where are they? - In the second bedroom.

They must have come in through the skylight or something.

I shut the door, but it ain't gonna hold them for long.

- We gotta get the hell out of here. - What about her?

Drag her along. I'm gonna check the front door.

- You've got to keep it together. - No, this isn't happening.

- Come on. - Carl.

( Birds chirping )

You've got to keep it together, Traci. Keep it together.

- They're all over the porch. - Damn.

We're all gonna die. Just let me die.

Let's make a run through the back door.

- We can run for our cars. - It's worth a shot. Come on.

- Come on. - Traci, come on.

Do you think it's safe?

It's our best bet.

If we stay in here longer, we're gonna be overrun by those things.

Traci, I need you to hang in there for me, okay?

Carl wouldn't want you to give up now, understand?

Are you guys ready?

Okay, let's go. Come on, come on.

Come on.

Sarge. Hey, Sarge.

- Are we at the motel yet? - No, Sergeant, but I thought--

Why did you wake me up?

I told you not to wake me up until we get to the motel.

Well, I know, Sergeant, but I thought--

(snoring)

- Are we there yet? - No, but there's a diner over there.

I thought we could stop for some breakfast.

On, come on, Sarge. I can smell the bacon over here.

No, we better keep moving.

Kearns wants us there as soon as possible. Come on.

How many more of those do you think there are?

It's hard to tell, but we're not safe here any more.

Reba: Maybe we killed all those nasty things.

No way. Those were just scouts.

Pretty soon this place will be crawling with them.

Then maybe we should, like, leave or something.

If I can make it to that truck, we might be able

to make it to safer ground and call for help.

That's a suicide mission.

How else are we supposed to get out of here?

Jeff: Joe's right. The truck we came in with has a blown clutch.

It is not safe out there.

Reba: College boy might be right for once.

Is there any way to get to that truck without marching across that open field?

Well, there's a series of corridors down in the sub-basement.

They used them to move chemicals and whatnot around the plant.

They should get you pretty close to the loading dock.

How do we even know this truck runs?

It ran two weeks ago. I saw it myself.

All right, well, I'm willing to take that chance.

Sergeant and I will go down there and bring the truck around.

The rest of you guys stay put. I don't want to attract any undue attention.

Gentlemen, do you mind leading the way?

Sure, I'll take you down.

- Ready, Sergeant? - Yes, sir.

( Sighs ) Putz.

( Wind whistling )

Here it is.

Are you all right?

Yeah. Just take the stairs down. It splits off into either direction.

I honestly don't remember which way to go.

All right, I got it. Any lights down there?

Just emergency lights. That's all we have.

Okay.

- Good luck. - Thanks.

- I'll be upstairs. - Okay.

- Are you ready, Sergeant? - Ready as I'm ever gonna be.

- Okay. - ( door opens and closes )

Well, looks like we're back to playing soldier again.

Yeah, an old habit.

I tell you, if we make it through this,

your first, second and third rounds are on me

and you can call me whatever you want.

- I'm gonna hold you to that. - ( metallic ding )

What? You see something?

I guess not.

Well, if anything's down there, we're pretty much screwed.

Yep.

Thank you. That's where you were supposed to reassure me.

Okay. If we get ambushed by spiders,

just shoot them all and everything will be fine.

Thank you. I feel so much better.

( Water trickling, wind howling )

Sturges: Oh, boy, this looks like fun.

Sergeant: Can't wait.

Sturges: Ay-yi-yi. They could be coming in from anywhere.

Sergeant: When was the last time anyone was even down here?

Sturges: Okay, let's spread out.

Sergeant: Yes, sir.

- Keep your eyes open, eh? - Do I have to?

Man, this is creepy.

Okay.

(metallic ding )

( screeching )

(gunshot)

Captain!

Think they're okay?

Well, there's nothing we can do about it.

If they're in trouble, we're in trouble.

I'm going down there to see if I can help.

Daddy, no, don't.

It's gonna be fine, sweetie. This is what daddies do.

( Screeching )

I'll come with you.

- Spiders? - And then some. Let's go. Move out.

Go.

- We're here. - Captain.

We're here. We've got to get back upstairs. We've got to get out of here.

Yes. Oh, jeez, they're here.

All right, go, go, go, go, go.

Get out of here, Sergeant, go.

No, sir, we haven't been able to locate Captain Sturges.

No, no sign of the truck either.

- Keep looking. - Will do.

What did you find?

Nothing. There's nobody here.

What do you mean, nothing? What about the manager?

Like I said, no guests, no manager-- nothing.

I don't like this.

- What did the major have to say? - He said the last message

that he received from Captain Sturges was a garbled distress call.

Do you think it has anything to do with this place being deserted?

I don't know, but I don't think we should sit around and wait to find out.

Let's get back on the road, trying to find that truck.

It couldn't have gotten that far with a blown clutch.

Come on.

Get her in the back seat. I'll get her started.

- What's the matter? - It won't start.

- What do you mean, it won't start? - I don't know. It won't crank over.

- Well, we're gonna have to check it. - All right.

( Screaming )

Oh, my God.

Oh, my God.

( Screaming )

Is anyone else starting to freak out? 'Cause I know I'm starting to freak out.

- They've been gone, like, forever. - All right, let's head downstairs

so we're ready when they bring the truck around.

I'm just fine right where I am, thank you.

What the hell happened down there?

The basement is covered with spiders. I think it's time for plan B.

- What's plan B? - I don't know. I'm working on it.

- Well, you'd better work fast. - How about an overland route?

- That's too dangerous. - I didn't ask you. Captain?

I think it's our only option. I think we've got to fight our way out of here.

- Count me in. - Yeah, me, too.

Reba, I want you to stay with us. Joe, I want you to go on the roof.

If you see any spiders, you let them have it. Go to channel five.

- Okay. Anybody else?

I'll go.

I didn't think this was your type of thing, kid.

Let's just say I'm beginning to see the light.

I'm coming, too.

Ladies, I'll see you outside.

All right, everybody listen up.

I know nobody has any combat training,

but we stay together. We work as a team.

We're gonna get through this okay. Anything you want to add, Sergeant?

If it gets ugly out there, just remember,

cover your buddy's ass,okay?

If you're not sure what to do, just follow Sturges' lead.

So what are we supposed to do?

There's guns in the other room. Use them.

Doesn't sound like much of a plan to me.

- Everybody ready? - Reba: Okay, let's do it.

- All: Yes. - Then let's move out.

- All right. - Patty: Good luck, you guys.

Good luck.

Hey, how does this thing work?

Oh, it's really simple.

See, this is your safety. See the off position?

You want to turn it, make sure it's in the off position.

- Okay. - You've got your clip back here,

pulls out, tap it, real tight.

And you want to just aim

and shoot.

That's it.

Just make sure you keep your sights off me, okay?

- Okay. - All right. You'll be fine.

Major Kearns, Captain Sturges.

Yes, sir. No, sir.

We're in great danger, sir.

No, sir. We are--

we're being overrun by camel spiders, sir.

Yes, sir.

Look, I need you to bomb this place out of existence.

Can you triangulate my signal?

-( Phone beeping ) - Major Kearns?

Major Kearns.

Damn it.

How does it look out there, Joe?

You've got a clear path all the way to the truck,

Captain, for now at least.

Let's hope it stays that way.

I hear that. I got you covered from up here,

so you just do what you gotta do.

All right, I'll take the point. You guys stay close behind me.

Sergeant, bring up the rear. Don't forget, those things are quick,

- so watch our flank. - Got it.

- Where's our flank? - To the side.

Are you all right, soldier?

Yeah. Yeah. I was just thinking about how much I hate spiders.

Be glad they're not bigger, or we'd all be screwed.

All right, time to earn our paycheck.

Sturges: Let's go. Let's go. Let's go.

- Over there. - Over there.

On your right, Captain.

On your left. Look out. Keep moving.

Looks like the little devils are trying some sort of pincer move.

Come on. On your left. On your left. Go, go.

Hurry.

Move it.

Go! Go, go, go!

Come on!

Come on, hop in, hop in, hop in.

Go!

Go, go, go!

Come on.

- Jeff: Hurry up. - ( engine grinding )

I thought you said that thing ran.

- It did. - Yeah, last week.

Will they get it started?

They're working on it, sweetie. You just wait. Daddy's gonna save us.

I wouldn't count on it.

GO! Go!

( Engine starts )

Go, go, go, go!

Yeah, baby. Go!

Son of a bitch.

( Jeff shouting )

Jeff: They're everywhere.

( Shouting )

Oh, my God, here they come.

Damn it, you little bastards.

Go, go!

Sturges: Okay, watch our backs.

Jeff: We made it. I can't believe that we actually made it.

We're not out of the woods yet.

Captain.

Let's not try that again, Sergeant.

Yes, sir.

Did you see? They made it. Can we go now?

Not so fast. The captain said wait here until--

I'm through waiting. Get out of my way.

I'm going out there and getting on that truck.

Stan, are you nuts? You said yourself--

I don't care what I said. That's our truck

and it's my ticket out of here. You can stay up here if you want.

Ass.

Is Daddy downstairs, too?

Yes, baby, but we can't go down there yet.

- When can we? - Soon.

Okay, we'll get out there. Your husband's out there.

Everything's okay, all right? We'll get out there.

Patty: Yeah, we've got enough guns for everybody.

Joe: Yeah, we have enough guns for everyone. You'll have guns.

- Cain, you need something? - Yeah.

What we'll do is we'll get the captain on the horn;

we'll make some contact; we'll make a plan, okay?

It's okay. We'll get to your husband, okay?

Hey, wait for me.

Get back inside the building. Back in the building.

- ( Screeching ) - Get back.

( screaming )

Sergeant, turn this truck around.

Get ready to get out of here. Everybody watch the perimeter.

Yes, sir.

Dad?

Dad, are you in here?

Dad.

- Joe, can you read me? - Yeah, go ahead, Captain.

We're turning the truck around right now.

I have reason to believe there's spiders in the building.

I need you to get everybody down here as quickly as possible. Copy?

You got it. Okay, Patty, I'm gonna take point.

I want you to follow up with Mrs. Mullins and Hayley.

- Now, Cain, I want you to-- - Hayley.

Hayley. Where's my daughter?

She's not in here. She went to go find her father. I'm gonna go get her.

- I've got to go. No. - No, listen. No, you stay here.

- This is my daughter. - I will take care of it.

- Do you understand? - Listen, stay here.

- Please. - Stay.

Ladies, let's uh, grab some guns. Watch the windows.

Take care of you to take care of her, okay?

Dad.

Dad, help!

Dad, help.

Joe, what the hell is taking so long? We need to get out of here right now.

Cain: It's Cain. The little girl went missing.

Sturges: What the hell are you talking about, went missing? Where'd she go?

She went to find her dad. Joe's out looking for her now.

Hayley, get back.

Joe, can you read me? Come back. Joe, can you read me? Come back.

- Underwood. - I'm going with her.

No, no, no, you stay here. We'll go get her.

- That's my daughter in there. - The more reason for you to stay here.

( Screaming )

( screeching )

Mom, Dad, help!

Joe. Hayley.

Sturges: All right, I need you to get everybody out of the offices

down to the back loading dock as soon as possible. You got it?

Roger.

- You heard that, right? - Yeah.

- All right, let's go. Come on. - Ready? Come on.

Hayley, duck.

Don't worry, we're gonna get you out of here.

Hayley: Oh, no, they're not in here.

Underwood: Okay, you're gonna be fine.

This is Underwood.

The first floor is completely infested with spiders.

I'm held up in a tool shed

somewhere towards the back end of the supply dock.

But please tell the others to get out while they can

and warn them to be careful.

I'm sorry, but Joe didn't make it.

I'm fine for the moment,

but I'm gonna need some serious cover to get out of here.

Oh, and I've got Hayley.

She's okay. Again,

we're trapped inside the storage area somewhere on the first floor.

Sturges: Hang in there, Sergeant.

I'm coming in to get you, don't worry.

Yes, sir. Over.

Thank you.

- Come on, try to keep up. - What if I fall and break my ankle?

Too bad.

Patty: Oh, hurry up.

( Spiders screeching )

You can't help him.

Come on.

Patty: Come on, come on.

Did they go away?

I don't think so.

I don't see anything.

Yeah, but that doesn't mean they're gone, honey.

Don't worry, okay?

The captain's coming to get us.

You'll be fine.

( Both scream )

Oh, my God, they're on the roof.

Stay back.

There.

Oh, my God.

- Where? - Over there.

Let's go.

Well, ladies, what do you say we get the hell out of here, huh?

Pick the girl up. Let's go.

- Come on. - Let's go. Let's go. Hurry.

- My gun, sir. - Just leave it.

Come on.

Oh, my God, here they come. Give them some cover.

Come on. Come on.

Come on. Let's go. Let's go.

( Spiders screeching )

Sharon, come on, honey.

- Have they got her? - I think so.

Oh, thank God. She's got her.

- There you go, sweetie. - Mom, Mom.

- Hayley. - Come on, sweetheart.

All right, we need to go.

Get in the truck.

Sharon: Let's get out of here. Give me a hand.

Sturges: Everybody hang on.

( Police radio chatter)

- You think they got them all? - I think they got enough.

We'll bring in another team and mop up the mess.

It looks like the state police set up a perimeter and are out gassing the brush

to flush out the remaining bugs and torch the living crap out of them.

Appreciate the report, Sergeant.

Are you ready to complete our mission, Sergeant?

Affirmative, Captain.

You know those things will kill you, right?

Are you gonna put a "sir" on that?

Thanks for the reminder, sir.

You know, I believe I owe you a couple of beers, don't I?

I believe you do, Mike.

(thunder rumbling )

( thunder crashing )

( creature growling )

( sizzling )

( actress screaming )

( screaming continues )

( screaming )

- ( spiders screeching ) - ( woman screams )

( instrumental music playing )