Dr. Michael Kelly is inventing a device that can transfer minds into cybernetic insects. One night a nameless brain villain who is head of a company known as Micro Tech infiltrates his lab to steal the technology, During the invasion he gets shot and electrocuted and has his mind transferred inside the cybernetic spider also permanently attaching the head set device to his body. After getting unconscious the raiders take his body with them to detach the device by any means possible and you as the spider must journey through places such as Labs, Factories, The City, Museum, Sewer, to stop Micro Tech and get your body back.