(PG-13) 3 Stars

On the desert hills outside of Prosperity, Ariz., a group of teen-age boys zip around on their motorcycles, shouting, laughing and practicing a bit of stunt riding on the sand. Suddenly, a group of giant jumper spiders appear, seemingly out of nowhere. The young men have no time to be amazed at the spectacle - these spiders are fast, agile and on the attack - so they scatter, each racing away on his bike. The camera follows one kid as he tears over a hill at breakneck speed. A spider springs at him from the side just as his lower torso and legs are suspended in mid-air and, in a lightning fast move, he twists at the hips and kicks the spider right in the head.

How cool is the maneuver? If giant spiders were real, the people at ESPN"s X-Games would invent a new category for the stunt.

Eight Legged Freaks contains a number of imaginative, well-staged bits like that. It also has a great many scenes where people merely jabber pointlessly or run around. The film, a cheeky homage to the giant bug sci-fi movies of the "50s, blends inspired moments with lots of busyness and the result provides just enough fun to warrant a look-see.

According to the press notes, filmmakers Roland Emmerich and Dean Devlin, the dunderhead duo behind Independence Day and Godzilla (shudder), wanted to do a state-of-the-art tribute to giant bug thrillers like Them and Tarantula. Meanwhile, New Zealander Ellory Elkayem was wowing audiences at the 1998 Telluride Film Festival with Larger Than Life, a 13-minute black and white, 1950s style short about a small spider that gets exposed to a toxic substance, grows to monumental proportions and terrorizes a woman in her house.

Using their standard "bigger is always better" mentality, Emmerich and Devlin invited the director to handle their film, which would feature not one giant arachnid but thousands. And that brings us to Eight Legged Freaks, which is bigger, bigger, BIGGER! Of course, the best scenes are those with one person facing a single spider.

Who would"ve thought?

The movie starts in traditional fashion, with a barrel of toxic waste accidentally dropped into a pond next to an exotic spider farm. Young Mike (Scott Terra), a bug lover, listens intently as the caretaker of the farm shows the new super spider food he made using material from the pond and tells of the steroid-like effect it has on his creepy-crawlers. He also describes the traits and abilities of several kinds of spiders, setting us up for the rest of the film.

Needless to say, the critters grow, escape and, before you can say "cane toad," local pets and farm animals begin disappearing.

David Arquette plays Chris McCormick, a mining engineer who returns to town just in time to block the sale of his late father"s abandoned mines to some vaguely sinister locals. After visiting his Aunt Gladys (Eileen Ryan, Sean Penn"s mother), he pays a visit to Sheriff Sam Parker (Kari Wuhrer), divorcee and mother of Mike and Ashley (Scarlett Johansson), intending to finally declare his feelings for her. Unfortunately, every time he is about to announce his love, a giant spider pops up.

I hate it when that happens.

The other key players are Deputy Pete Willis (Rick Overton) and Harlan Griffith (Doug E. Doug), the paranoid host of an aliens and conspiracies radio program broadcast from his trailer.

Eight Legged Freaks moves along briskly, graduating from a sly, funny beginning to a frenetic, sporadically funny climax that shifts from a dilapidated mall into dilapidated mines. The production maintains a moderate "ick" factor and blends humor and suspense fairly well, although it rarely becomes flat out scary. Part of the reason is the sound effects - the spider hoards make cartoonish noises similar to those made by the naughty creatures in Gremlins. The computer generated spiders look fine, realistic enough to play opposite humans, but cheesy enough to fit the genre.

As for the acting, David Arquette is the only standout, working comfortably in a role that lets him be heroic while accommodating his well-known goofiness. The biggest misstep comes from the likable Doug E. Doug, who plays the desert radio broadcaster more like an eccentric neighbor than a wild-eyed, all-purpose paranoid. More ranting and raving would benefit his character enormously.

And that goes for the rest of you as well.


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