Set in the Buffy the Vampire Slayer universe, the film is an indirect prequel to Joss Whedon's original 1997 TV series in which high school heartthrob Willem Dafoe, receives the gift of singing spiders. Dafoe is the lead singer of the most popular high school band called The Awesome Band. Every time he opens his mouth to sing with his band, also known as The Best Band, spiders fly out of his mouth (loads of 'em!) The band, sometimes referred to as Yes, Them, features an all star cast of characters including Willem Dafoe movie pitch regular Steve Bucemi and Mabel "Madea" Simmons as portrayed by Tyler Perry. They face off against The Evil Band, lead by Dafoe's arch nemesis Danny DeVito, in the Battle of the Bands. The moral of the tale is that with great power comes great trying-to-work-out-how-to-use-the-power-of-singing-spiders.
One day, Willem Dafoe, while doing science at school, is bitten by a radioactive spider. He shakes it off exclaiming "Argh it's like spiderman!" and appears to be fine. He doesn't walk up walls or accidentally shoot spunk out of his hands (dispite that being a good idea for a film).
Following the event, The Awesome Band get thier first big gig at a local bar in Sunnydale. As they are performing a rock cover of the Vengaboys' eurodance hit Boom Boom Boom Boom (I Want You In My Room), Dafoe opens his mouth to sing only to have dozens and dozens of spiders fly out of his mouth and into the audence's faces. It is at this point that Dafoe realises that he has been gifted the ability to sing spiders. Luckily, audiences are forgetful and the band continues to be a huge success.
Dafoe's blessing, despite not being a problem at all, presents a problem for The Awesome Band as they gear up for the Battle of the Bands. They are to face off against the evil band known as The Evil Band who play on bat-shaped guitars so that you know they are evil.
After the band's successful gig, Dafoe confides in his girlfriend that he has eight legged vocal chords and there is nothing he can do but he needs to use his power for good. She assures Willem Dafoe's character that he will do it saying that he will work it out. Immediately following this, the couple make a love in slow motion while emotional music plays like the theme song to the Terminator.
While this is happening, Steve Bucemi goes into the toilet at the high school where he has a tinkle-tinkle and washes hands before he realises that his penis was, in fact, an octopus.
After a 45-minute sex scene, Dafoe falls back, sweating. His girlfriend tells him to sing her a song like he did in the olden days while she plays with his erect nipple. As Dafoe sings a ghastly tone, an enormous, bleeding black widow, the size of a cat, crawls out of his mouth. The spider, covered in weeping sores, continues to crawl into his girlfriend's mouth. Her throat expands as she swallows it the same way a snake would eat an egg. The word metaphor flashes so that you know it is a metaphor for love. Dafoe's girlfriend declares her love for him to which he responds by saying "spiders."
Willem Dafoe is the lead singer of The Awesome Band. All the high school, 17-year-old girls are in love with him as he is a hot, young, science major stud who is also well good a football.
Steve Bucemi plays lead guitar for The Awesome Band.
Gary Oldman plays rhythm guitar for The Awesome Band.
Gary Busey plays bass guitar for The Awesome Band. He is the only one to inquire to Dafoe if the spiders he sings are poisonous. Dafoe puts Busey at ease by telling him "no, they're just regular type."
Tyler Perry appears playing the role of Madea as The Awesome Band's drummer. Madea speaks with an incredibly thick Scottish accent, not typical of the character.
Danny DeVito leads The Evil Band, the antagonist band competing in the Battle of the Bands against The Awesome Band. He plays a bat shaped guitar.
"Weird Al" Yancovic who also plays a bat shaped guitar for The Evil Band.
Brendan Fraser is the third member of the three-man-band, The Evil Band. He plays a third bat shaped guitar.
Television's iCarly guest stars in the film as a 17-year-old high school child as she does on TV. As Dafoe's girlfriend her tiny, porcalin hands strike a stark contrast to Dafoe's wrinkly, veiny hands.
The film's abrupt ending was questioned by Jonathan Holmes as none of the story's conflicts are ever resolved. Jim Sterling admitted that the film doesn't address how Dafoe uses his power for good or how The Awesome Band performs in the Battle of the Bands. He also admitted that there is no continuation of the sub plot introduced half way through the film and never mentioned again in which Steve Bucemi finds out that he's got an octopus for a penis.