The gang gets lost on a sea cruise after letting Sherman navigate, and he beaches their boat on the mysterious Spider Island. Baby Fangs goes exploring, drawing the entire gang into the clutches of a giant spider, who proceeds to ensnare Fangface and Fangpuss in a giant web and then drops the rest of the gang into an underground lab. There they come face to face with Dr. Lazarus Web, who has created a serum that can turn ordinary insects into giant monsters that do his bidding. He leaves the gang imprisoned in a net of webbing and takes his giant spider to New York, where he hijacks an entomology laboratory. Fangface and Fangpuss rescue their friends, and the gang travels to New York in an attempt to stop Dr. Web's plans.
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