The old abandoned facility outside the city had been converted into a temple by a local cult who wanted to perform occult rituals there. Batbabe joins forces with Scarlet Wing to investigate these mysterious activities. Scarlet however gets stuck in a strange substance, it looks like a spider web but it's huge. As Batbabe tries to help she is suddenly struck by something from above and loses consciousness. When she awakens she had been stripped of her costume and chained to an alter with Scarlet Wing hanging from a wall nearby. A shuffling sound draws her attention and she realizes what the cultists had summoned, a large demon spider! The spider climbs onto the alter, drawn by the heroine's futile attempts to break free, and quickly mounts her sexy body. Batbabe tries to scream through her gag as the spider violates her constantly for over an hour while Scarlet Wing watches from the wall, apparently aroused by her companions defilement. Finally the spider releases a sinister hiss as it shoots it's eggs into Batbabe's fertile body. As an exhausted Batbabe collapses on the alter the spider turns its attention to Scarlet Wing, but then quickly looks away when a voice from somewhere outside draws it's attention. It's Batbabe's sexy young companion Batteen! But is she in time to save the two defeated heroines, or will she soon share their fate?