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Many, many years ago, when I was still in the formative stage of my youth, I had one of those experiences that tends to stick with you: in this case, it’s stuck with me for roughly 30-odd years. After waking up sometime in the middle of the night, I made my way to the bathroom in order to answer nature’s call. Still being a little more than half-asleep, I stepped into the small, dark room before flicking the light switch on. As I entered the bathroom, I felt something brush my cheek and there was a maddening tickle on my nose. When I turned on the light, I discovered that an industrious spider had spun an enormous web from the ceiling to the floor: that “tickling” I felt was me stepping straight into the tangled mess, the “engineer” hanging in mid-air merely an inch from my eyes. I can’t quite recall if I was abjectly terrified of spiders before that incident but, suffice to say, I certainly was afterwards. To this day, all these decades later, the very thought of the eight-legged monsters makes me break out in a cold sweat: I would rather be stuck with a hungry bear than have to deal with one pin-prick-sized arachnid, thank you very much. If the fate of our world ever hinges on me versus the spiders…well…let’s just say you might want to start practicing your farewell speech now.

Knowing the above, it should probably go without saying that I’ve always found Frank Marshall’s Arachnophobia (1990) to be one of the single most terrifying films ever made. As a lifelong horror fan, I’m always looking for the next genuinely scary film, the kind of thing that makes me want to sleep with the lights on and check under the bed every few seconds. Ever since seeing Arachnophobia (in a theater, if memory serves), it’s been one of the few films that’s guaranteed to get under my skin: despite the film’s overwhelmingly fun, boisterous atmosphere, there’s just no way that the sight of hundreds (or millions) of creepy-crawlies invading a small town and feasting on the residents is going to allow me to sleep well at night. Since the film creeps me out so much, however, why in the Sam Hell would I insist on re-watching it every few years? Quite simply, despite its squirm-inducing content, Arachnophobia is one of the very best horror-comedies out there, a lightning-paced joy-ride that keeps the tension on a constant simmer while dishing out one memorable setpiece after another. The film also features John Goodman as a gung-ho, nutso exterminator which, as you should well know, definitely vaults this into must-see territory. Lifelong phobia or not, Arachnophobia always gives me the creeps…in the best way possible.

We begin in the Amazonian rain forest as Dr. James Atherton (Julian Sands), a world-renowned expert on insects and spiders, leads a scientific expedition deep into the jungle. The mission ends up being a bit too successful, as Atherton and crew shake some seriously scary spiders loose from the treetops: one of the eight-legged fiends ends up biting the expedition’s photographer, resulting in instant, agonizing death. Hitching a ride back to America in the dead guy’s coffin, the killer Amazonian spider ends up in small-town U.S.A., specifically the bucolic little town of Canaima, California. Once on American soil, the South American “super spider” wastes no time in looking for a little romance: it hooks up with a garden-variety barn spider and their mating ends up producing a seemingly never-ending army of small, vicious, arachnids whose bites are fatal within moments.

Who better to come to the rescue than Canaima’s new doctor, Ross Jennings (Jeff Daniels)? Ross has just moved to the small town from the bustling metropolis of San Francisco and, with his wife, Molly (Harley Jane Kozik), and young kids Tommy (Garette Patrick Ratliff) and Shelly (Marlene Katz), looks to start a new life in the country. Ross was supposed to take over for the town’s retiring doctor, Sam Metcalf (Henry Jones), who’s since decided to stay on, leaving Ross up shit creek with nary a paddle in sight. Ross is also, along with his son, a card-carrying arachnophobe, all thanks to a childhood incident involving a spider creeping into his crib. In a nice little subversion of expected clichés, Ross’ wife and daughter both love bugs and constantly tease the guys about their “childish” fears. Childish, nothing: turns out father and son have ample reason to be afraid!

Before long, folks around the small town are dropping dead from mysterious ailments. After Ross identifies spider bites on the victims, he begins to put two and two together and realizes that a dangerous new breed of spider is stalking the quiet streets of his new home. Ross calls up Atherton and, with the assistance of the scientist, his assistant, Chris (Brian McNamara) and local extreminator/oddball Delbert McClintock (John Goodman), Ross must wage war on the monstrous, miniature killers. Time is not on their side, however: if they can’t find and destroy the spiders’ enormous egg sac before it hatches, not only will Canaima be wiped off the map but we might just be looking at humanity’s descent into that long, good night. It’s going to take all of Ross’ willpower to make a stand, however, as a lifetime of nightmares all come home to roost and he must make the ultimate sacrifice to save his family, his town…and the very world as we know it.

While Arachnophobia may have been Frank Marshall’s debut as a director, his career in movies actually started long before that: as a producer, Marshall has been involved with some of the most famous, iconic films of all time, including Paper Moon (1973), The Warriors (1979), Raiders of the Lost Ark (1981), Poltergeist (1982), Twilight Zone: The Movie (1983), Gremlins (1984), Back to the Future (1985), The Color Purple (1985) and Who Framed Roger Rabbit (1988). Working closely with auteur Steven Spielberg, Marshall is no stranger to crowd-pleasing, multiplex popcorn films and his debut resembles nothing so much as a long-lost Spielberg flick. All of the hallmarks are there: fun, quirky characters; a perfect balance between family-friendly scares and jolts that toe the line of something a bit more extreme; a fast pace; small town setting and excellent effects-work. In many ways, Arachnophobia is a companion-piece to Joe Dante’s Gremlins: both films are, at their hearts, horror movies, yet manage to temper the shocks with rousing adventure and comedic beats, coming up with films that can be enjoyed by both adults and their kids.

One of the keys to Arachnophobia’s success is the masterful way that Marshall manages to keep the spiders front-and-center in our minds. Once the little bastards are on the move, there are very few frames of the film that DON’T feature a spider hanging out, in some way or another: so much of the film’s truly creepy moments happen in the margins (a barely glimpsed hint of movement as something scurries away…a spider that drops, unseen, into the background behind someone…the nagging assurance that someone is about to poke their hand into an “occupied” hiding-spot), that we’re constantly on edge. Unlike other films that feature giant spiders, the critters in Arachnophobia are, for the most part, “normal-sized,” which means that they can hide in just about any nook, crevasse or cranny they can find. This also means that they’re about a billion times more terrifying than the Volkswagon-sized spiders from The Giant Spider Invasion (1975). For my money, there is no scene in films more horrifying, more soul-shatteringly terrible, than the one where armies of spiders begin to pour out of the walls in the Jennings’ farmhouse, leading poor Ross to make a panicked escape into the basement: for a guy suffering from crippling arachnophobia, he ends up doing pretty good. Me? I probably would have just gone ahead and had the heart attack right then and there, saving everybody a lot of time.

Like the best Spielberg films, Marshall’s debut benefits from a truly great ensemble cast. Jeff Daniels is always a blast, as is John Goodman and the persnickety Henry Jones. Personally, I’ve always got a kick out of Julian Sands performance, since it’s one of the rare times where the character actor gets to portray a good guy: as a rule, Sands is the one you call when you need a memorable villain for something like The Doctor and the Devils (1985) or Warlock (1989). Here, he ably switches gears and gives us one of those well-meaning but woefully misguided scientists who will, according to films, eventually be the death of us all.

Marshall would go on to direct a handful of films after Arachnophobia, including the award-winning Alive (1993) and his adaptation of Michael Crichton’s Congo (1995), one of my picks for “Worst Film of All Time.” As far as I’m concerned, however, Marshall was never as good as he was with Arachnophobia. Just like Spielberg’s classic Jaws (1975), Arachnophobia is a prime example of a film firing on all cylinders, a modern-day monster movie where the emphasis is on fun, frights and adventure. Come for the awesome cast, great action scenes, genuine scares, and roller-coaster final 30 minutes: stay through the credits and rejoice as eternal beach-bum Jimmy Buffet serenades us all with the single best spider-themed credit song ever, “Don’t Bug Me.” Whether you’re one of those freaks who thinks spiders are “cute” or would rather see them squashed on a shoe, Arachnophobia has a little bit of something for everyone. Now, if you’ll excuse me, I’m going to go stock up on rolled-up magazines and Raid.