Ten years have passed since the alien war, and now the line between human and alien is blurred. The film follows two vagrants who were once subjects of a dangerous experiment involving the assimilation of alien and human DNA. Their bodies were hollowed out by over-sized spiders, bio-engineered by EonCorp, a corporation with evil intentions. The spiders used their bodies as dwelling places until the assimilation process was complete, and their bodies regenerated. Now they wander around the , waiting for the spider's mutagenic virus to do what it was meant to do.