Waverly and Oliver are two orphaned flies growing up, and hoping to stay unnoticed, in a garden ruled by a cruel spider named Ramsay. But when they risk everything to help a mysterious fly named Ben, they get bitten by spiders with a slow-acting and deadly venom. Ben sets out to save his friends by taking them on the long, dangerous journey across the garden to see Ramsay who is the only one who can reverse the effects of the poison. The spider king, however, has no intention of helping anybody but himself. What happens when Ben finally comes face to face with Ramsay makes his quite a strange tale indeed.