As a child, Sara Jordan suffered

from a morbid fear of spiders.

She has overcome that phobia.

Indeed, she is now a gifted

graduate student at a large New

York university. Her specialty:

arachnology, the study of spiders.

Almost against her will, Sara

becomes a performer in an educa-

tional television documentary.

This leads to a starring role in a

full-blown network show. Sara

will play--literally--a spider.

There are two men in her life.

Don Rigden is a fellow student

who is drawn to Sara in classic

boy-girl fashion. She, too, is

drawn to Don, but her attraction

to him is dark and perhaps more

anciently classic. The other man is

Ed Cunningham, a middle-aged

psychiatrist who befriends Sara

and comes to realize that a subtle

change is taking place in her, a

metamorphosis which he finds

himself incapable--physically or

emotionally--of reversing.

Sara has woven her web. She

sits at its center, awaiting her

inevitable but shocking destiny.

Is she predator or is she prey?