The pirate captain Nebula tried to bury her stolen trunk of jewels in a seaside cave. But the horrifying Arachne, half spider and half woman attacked her. When Hercules and Iolaus showed up, they joined forces with Nebula to try and destroy Arachne before she could destroy them. Arachne swooped down from the ceiling of the cave and snatched Iolaus. Finding his friend wrapped in a cocoon, Hercules took on the spider-woman. During the fight he held up a reflective shield, and when Arachne saw her own image, she backed away in horror, right into a flaming cocoon.