After waiting for Valerius to complete his business, the entire party heads out for Hillsfar and the stories of spiders. After a long day of marching through rain, the party stops for the night in the village of Marlwin. While carousing in the local tavern, the party hears, quite by accident, a strange tale of two men who had passed through town about a month ago. One man was dressed as a friar, while the other wore a cowl that hid his face. The friar was heard to speak in the black tongue of the ruck-men, while his companion hissed in response. A serving boy testified that the men were violent and quarreled, and that the friar even pulled a knife on him!

Finally, the party arrives in the village of Deal and discretely asks around about an odd friar and his cowled companion. They find out little new about this unsavory pair, but do hear some strange stories about a giant grey worm, seen at the edge of town. One local swears that he saw a mysterious robed figure at twilight on the edge of town, who transformed himself into the worm.

The party does a cursory investigation, but finds little evidence of the worm at the apple tree. They continue on to Hillsfar, and arrive shortly before nightfall. The party finds the town upset. Two weeks ago, a young boy disappeared in the woods; his distraught father disappeared soon after.

The party prepares to head out; some live bait seems in order. Hamral and St. James try to acquire one of the villager's sheep, but they have little luck in scoring one. They are offered instead a cat as bait, and Hamral accepts—again demonstrating an interesting attitude towards animals. A disturbed Friar Sidrach returns the cat and is able to talk a kind villager into "lending" a sickly sheep.

The party moves into the Westwoode. They begin to notice strange shimmering stuff in the woods around them, and find the corpses of several small (and not so small) woodland animals, all desiccated and covered in sticky webbing. The party soon finds some of the spiders, nasty things almost two whole feet in diameter, grey-colored and woolly. The things drop down on our unsuspecting heroes, and deliver nasty poisonous bites. Luckily, any bitten party member receives good care from Friar Sidrach. After slaying three of these things, the party moves closer to the heart of the webs, looking for a nest.

The party hears screams up ahead; a man calls for help. He identifies himself as the missing villager, and urges the party forward, deeper into the webs. The party is rightfully suspicious, and they advance cautiously. Suddenly, a great web net drops on our party, and they are suddenly attacked by three more of these spiders. The lost villager suddenly laughs insanely at the party's plight. Brother Sidrach, Valerius, and Clement are trapped in the web, and their friends try to free them before the three spiders can poison them. Fortunately, Hamral, St. James, and Mendelor are able to kill the spiders and free their friends before anyone dies. Friar Sidrach was bitten several times, but the Merciful Five protected him from the monster's venom.

Once free, a furious Valerius seeks revenge on the mad villager. Suddenly, a swarm of bees descends upon the man, as if by some magic. The man screams and flees into a dark corner of the wood. Just as he enters the shadows, the party sees eight gigantic legs sweep out and drag the man into the dark. His screaming stops. After seeing this terrifying sight, the party is ready to scram. Before they go, they find a cocoon with a human foot sticking out of it. It turns out that the foot belongs to the corpse of the missing boy. They return to Hillsfar with the corpse and a couple of dead spiders. Not wishing to die horribly, the party decides to gather reinforcements.

The party travels to the manor of Sir Aleck Rowland, lord of Hillsfar. When he hears the story and sees the spiders, he agrees to send a levy of more than two-score footmen to accompany the party back to Hillsfar.

The party leads the soldiers to the area where the spiders were. Along with many volunteers from the village, teams begin to cut down trees all long the perimeter of the spider webs. Then the lot is burnt to the ground, hopefully destroying any spiders in the blaze. The party again sees Sir Aleck, who rewards them with silver for this great deed.