July 17, 2002 | In the pantheon of tongue-in-cheeky scary movies, Ellroy Elkayem's Eight-Legged Freaks ranks somewhere between Tremors (1990), the crackpot classic about giant worms with only one degree of separation from Kevin Bacon, and Empire of the Ants (1977), which counts as a comedy only because its cheesy mutated insects -- think carpet rolls and TV antennae -- wanted to munch on Joan Collins.

Elkayem, directing from a screenplay he co-wrote with Jesse Alexander, tries to have fun by taking potshots at an easy target, those '50s sci-fi B-movies in which radioactive fallout or some other man-made pestilence turned lowly creatures into mammoth monsters. Way back in 1958, schlockmeister Bert I. Gordon terrorized small-town teens with a jumbo-sized, cave-dwelling arachnid in The Spider (a.k.a. Earth Vs. The Spider). In Eight-Legged Freaks, Elkayem ups the ante with dozens, maybe hundreds, of humongous spiders - some crawling, some jumping, all hungry - that terrorize an Arizona town built atop a failed gold mine.

To his credit, Elkayem doesn't nudge us in the ribs too insistently, even when he's cheerfully tweaking genre conventions. Early on, we see a truck filled with barrels of toxic waste, and, of course, we know what that means. Elkayem knows that we know, so he gives the inevitable a playful twist by showing how one of those barrels falls off the truck when the driver swerves to avoid hitting a rabbit.

(The hare may be Elkayem's homage to Night of the Lepus, the notorious 1972 killer-bunny movie that's much funnier by accident than Freaks manages to be on purpose.)

Much later, after crickets dine on the contents of that barrel, and spiders dine on the crickets, we get another familiar scene: Mike (Scott Terra), a precocious adolescent science whiz, tries to warn a grown-up that Something Terrible is at loose in the area. You've seen this sort of thing in many other movies. And so, it would seem, has Mike. "You're not going to believe me," he complains, "because I'm the kid. And they never believe the kid."

Before long, however, everybody in Prosperity, Ariz., becomes a believer while warding off what one resident describes as an "arac attack" (which, not coincidentally, was the original title of this film). The special effects are at once expensive-looking and laughably unconvincing, suggesting that Elkayem wanted to scare us without really, really scaring us. More often than not, the mutated spiders serve as punchlines for grisly sight gags. A little bit of this is genuinely amusing. A lot of it, which is what Elkayem provides, merely is repetitive.

The performances are a mixed bag. David Arquette's awkward semi-sincerity as Chris, a prodigal son who returns to Prosperity just in time to smash spiders, is too muted for satirical or dramatic purposes. But Kari Wuhrer is aptly perky as the town sheriff, a divorced mother who arms her teen-age daughter with a stun gun before allowing the girl to date a local lothario. And Doug E. Doug earns a few chuckles as a paranoid radio-show host who assumes the giant spiders are alien invaders.

Just in case you're wondering: Yes, there are joking references to Spider-Man. And they're actually quite clever.