Guest Star:  Pascale Bussières
Screenplay by Brian Finch
Edited by Yvann Thibaudeau
Directed by Tom Clegg

Location of Aurora: En route from Egypt to New York, then parked in Manhattan at the British embassy

Prologue: In a strange room filled with candles, spiders crawl and spin their webs, encasing Phileas. Someone walks into the room, a creature with long pointed claws.  The creature approaches the trapped Phileas, who screams and wakes up. 

On board the Aurora are Jules, Phileas, Passepartout, and their guests, a Professor Alexander Douglas who is an old friend of Phileas' from his school days, and an exotic woman names Adriana Locke. Jules and Professor Douglas are examining an Egyptian sarcophagus whose transportation to New York is the reason for their journey. The sarcophagus contains the mummified remains of Nepka, an ancient Egyptian high priest and ruler of the cult of Osiris. Phileas is quite enchanted by the exotic Miss Locke. As they have lunch, Passepartout finds a spider on a dessert plate and when he blows it away, dust blows in the air. 

Meanwhile, Rebecca is meeting with Chatsworth in London, who says that relations between the British government and the Egyptian government are currently strained, due to the illegal transport of a sarcophagus from Egypt to New York by Professor Douglas, aided by Phileas and the Aurora. With the building of a canal planned, the British government would like the relations to improve and want Rebecca to return the sarcophagus and mummy back to Egypt. So Rebecca heads for New York on a boat.

Jules and Passepartout examine the sarcophagus and discover that there are various drawings of spiders on it. As they investigate the ancient markings, Phileas and Adriana share a drink  Phileas admits to being very attracted to her and almost seems mesmerized by her. Adriana is interested in him, too, but makes it clear that she will control what she does, that she won't be dictated to by any man. 

After they arrive in New York, Passepartout mentions a legend of a spider that was suppose to have assassinated the enemies of the pharaohs. Jules wonders if this isn't relevant to the drawings he's copied from the sarcophagus, but Phileas derides their ideas.

At the Museum of Egyptology in New York, Professor Douglas and Adriana Locke open the sarcophagus in a ceremony before a crowd. Rebecca has arrived for the opening, entering after the others.  When they open the sarcophagus, dust blows onto Douglas who coughs, then collapses. His flesh seems to melt away from his bones. 

Back on the Aurora, Rebecca and Passepartout are talking to Phileas about Douglas and Locke. Rebecca says that Douglas was wanted in three countries for smuggling antiquities. Passepartout mentions the spider legend again. Phileas says he is being badgered by Rebecca and Passepartout, insulting Passepartout in addition. Rebecca says that Phileas is acting very strange. When Adriana enters, Phileas immediately says that his duty is to save Adriana from any more pain and leaves with the exotic woman.

Rebecca and Jules go to the museum to investigate the death of  Douglas. They discover an acid-like dust on the floor near the sarcophagus that burns one of the guards. If they had a tissue sample from Douglas, Jules surmises, they might be able to see if the dust and the professor's death are connected.  So off they head to the morgue, where Rebecca diverts the attention of an attendant while Jules gets the sample.  Meanwhile, the guard whom Rebecca flirted with decides to investigate the sarcophagus. More dust blows on him and he falls to the ground. Back in the laboratory on the Aurora, Jules and Passepartout find that the sample of the dust is like a venom. Rebecca is sure that it has something to do with Adriana Locke.

Phileas arrives in Adriana's overly-produced rooms. She invites him to be comfortable and directs him to sit on the chaise lounge, where she gets down to the business of seducing Phileas. She promises all the pleasure a man wants and assures Phileas that she is a woman wise to the world. As they kiss, dust falls around Phileas.

It is night when Rebecca, Jules and Passepartout enter the museum again. This time they find the guard has died in the same way that Douglas did. As they watch, a large hairy spider jumps on Passepartout. Jules brushes it off and Rebecca throws a knife at it but misses. As they are leaving, they see Adriana Locke enter the museum and decide to follow her. Adriana has gone to the  sarcophagus and called forth several spiders, but when the others enter they find her gone and the mummy missing, with no obvious route of exit. They then prepare to find Phileas. 

 Phileas is now encased in a spider web, in a room like the one seen in the prologue with the mummy laying on a table nearby. Adriana is looking stranger as kisses the mummy and weaves more web around Phileas. 

Rebecca, Passepartout, and Jules return to the Aurora to prepare for their hunt for Phileas. Jules discovers in his reading about the markings on the sarcophagus that the markings might reference so-called spider gods. He says that dry conditions keep the spiders in hibernation. Passepartout suspects that the dry air in the Aurora, which he dehumidifies, has made the dust less harmful than it is under normal circumstances. Jules also reads to them that if queen spider mates with human man of noble blood, then mates with a true servant of the god Osiris, evil will come to the earth. Jules suspects that Adriana is the queen spider. When Rebecca is about to leave, Passepartout recommends that Jules should go also as Jules is immune to Adriana's powers. When Rebecca questions why, Passepartout says that only clergymen and "pure" men are immune. Rebecca now gives the uncomfortable and embarrassed Jules a hug, saying that she loves him, she really does. Then they leave.

While Adriana is preparing her ceremony, Jules and Rebecca enter, followed by Passepartout who is in a mask and beekeeper gear. While Jules tries to free Phileas from the web, Passepartout fogs the spiders with insecticide and Rebecca fights Adriana. Adriana seems to have unworldly powers and finally bests Rebecca after a fierce fight, pounding Rebecca's head against the floor repeatedly. Passepartout knocks Adriana away, but fears the worse for Rebecca just at Phileas is freed. Phileas goes immediately to Rebecca, who finally revives.  Meanwhile, Jules has gotten himself entangled in the web and is now a victim for Adrian who has changed into her true non-human form.  Adriana gets some of Jules' blood which she needs for her ceremony, but instead of reviving Nepka, it turns them both into piles of dust.

Back on the Aurora, heading back to Egypt with the sarcophagus, Phileas apologizes for insulting Passepartout. When Phileas asks why Jules seemed to be immune to Adriana, Rebecca replies it was because of his pure virility. 

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