Frank exists in the less than caring Olympus Retirement Care Home for the Elderly and Infirm. Daily tormented by Kevin, his one to one helper, he is often left in his wheelchair to fend for himself in a garden plagued by mists of biting midges. Without family and friends he prays every evening for death to release him from his purgatory only to wake every morning disappointed. When he is selected by a nefarious organisation for an experimental brain transplant he is without concern; that is until he finds himself transformed into the body of a mechanical spider on a mission to save the world from extraterrestrial killer worms. As Frank becomes stronger, faster and wiser his new employers decide he is more of a liability than an asset and decide to liquidate him. Frank has other ideas.