After beautiful pirate captain Nebula (Gina Torres) steals a trunk of King Zolas' family jewels, she and her men make their way to a deserted island to bury the treasure in a seaside cave. As they dig, they uncover a strange cocoon. When Nebula pokes it, slime begins oozing out and she quickly orders her men to dig it up. Meanwhile, Hercules (Kevin Sorbo) and Iolaus (Michael Hurst) are at sea on a tattered ship sailed by captain Cercetes (Hemi Rudolph) and his crewmen Bromius (Doug McCaulay), Paxxon (Craig Ancell) and Monicles (Derek Judge). A severe storm is approaching and as they near the island where Nebula and her men went ashore, Cercetes and Hercules agree to drop anchor and wait for clear skies before heading back to Corinth. Once on land, they set up camp near the same seaside cavern discovered earlier by Nebula and her men. In the cave, they find Nebula's unburied treasure chest, which Hercules surmises must have been left by pirates who were forced to depart hastily for some reason.
As Hercules and Iolaus proceed through a cavern tunnel, they come upon the enormous cocoon, oozing with slime but empty. Suddenly, Cercetes calls out to Hercules to come see what he has found -- a hideously disfigured dead pirate whose face looks as if it's been melted off. They decides to head back to camp. Meanwhile, Monicles is busy pocketing as much loot as possible from the treasure chest when he hears what he thinks is the rest of the crew approaching. Soon a shadowy figure drops from the ceiling behind him, overpowers him and lifts him off the ground. When the men discover Monicles is not around, they search for him and soon find Nebula, who begins to attack them. When the dust settles, Hercules and Iolaus learn that Nebula is the pirate who stashed the stolen treasure. She makes it clear that they're all in great danger.
Meanwhile, Cercetes, Bromius and Paxxon, in another part of the cavern, are ambushed by a mysterious unseen creature. When Cercetes slashes it with his sword, the creature lets out an unearthly screech, sprays a deadly poisonous acid in his face and makes off with Bromius. When Hercules, Iolaus and Nebula arrive on the scene, they realize they must find the creature before it finds them. As they follow the trail of the creature's blood, Hercules looks up to see a giant web holding a boulder. In a split second, he is able to push everyone out of the way before the boulder comes crashing down, blocking the entrance to the cavern. The creature, a half-woman, half-spider called Arachne (Josephine Davison) who is both beautiful and deadly, jumps down. When she hears the sound of Paxxon's voice on the other side of the boulder, she rushes to grab her prey. Hercules then pushes the rock away to try to help Paxxon, who has already begun to run from the creature. In their search to find him, Hercules tells Iolaus and Nebula about how Arachne was once a beautiful queen, but was cursed by the gods for her vanity and now hides in shadows. They decide to light up the cave with torches in order to catch her.
Paxxon awakens to find himself bound in a giant cobweb. A seductive Arachne approaches and gives him a fatal kiss. Meanwhile, Hercules, Iolaus and Nebula are creating their trap for Arachne when she suddenly appears and spits out an acid streak, barely missing Nebula. Soon, a torch is accidentally knocked into the trenches which Hercules and his comrades have been digging and filling with oil. Arachne swoops down from the ceiling, snatches Iolaus and races off, with Hercules in hot pursuit. When Iolaus awakens later in Arachne's lair, he is tightly bound to the wall in a web, right beside the dead Paxxon. But before Arachne can plant her fatal kiss on him, Hercules shows up to take on the spider-woman. As they fight, Hercules sees all the men that Arachne has captured cocooned into the walls. Nebula soon arrives and the vicious battle continues. During the fight, Hercules finds a shield to use in his defense. When Arachne sees her own distorted image in the shield, she screeches in horror and backs away from her reflection into a flaming cocoon, going up in smoke forever.
Starring: Kevin Sorbo (Hercules), Michael Hurst (Iolaus)
Guest Starring: Gina Torres (Nebula), Josephine Davison (Arachne), Craig Ancell (Paxxon), Hemi Rudolph (Cercetes), Doug McCaulay (Bromius), Derek Judge (Monicles), Graham Lauder (First Mate), Russell Gowers (Pirate #1), Maaka (Pirate #2)
Written by Alex Kurtzman & Roberto Orci
Directed by Michael Lange
Trivia: This episode marks the beginning of the romantic relationship between Iolaus and Nebula.