As Johnny Blaze sits in an old dive motel in Elizabeth New Jersey smoking and reflecting on life, he sees the silhouette of a young woman approaching the motel window. Suddenly he is violently interrupted as a giant spider smashes the wall down and attacks him. Blasting it with his Hellfire gun, the creature escapes as Blaze then spots a 16-wheeler truck shining its lights on him.
The truck driver, a silent middle-aged man then charges Blaze directly, who stands his ground and fires his Hellfire gun narrowly missing the driver and gets out of the way of the truck at the last minute. With Blaze's bike destroyed by the truck, Blaze uses hellfire to create a blazing bike. Following the trail of the trucker, he soon meets up with Ghost Rider, who has also encountered the creature and reveals the creature is an ancient evil who is extremely tricky and must be outsmarted, and who can only be destroyed by "cold iron over running water". The two then split up to look for it.
Moments later we see the trucker arrive in a red light district, cursing its inability to catch Blaze or Ghost Rider and feed on their power - it seems desperate to get them and starts plotting. Resorting to more easy means to feed its hunger the trucker pulls over next to a blonde hooker, who refuses to enter the truck but is suddenly pulled in and attacked with multiple arms. We see her scream as the trucker's face changes...
Blaze follows the truck, that has left globs of green sticky goop on the road, to the off-ramp to the Port of Elizabeth. then arrives at a truck stop. Spotting the truck Blaze walks into the diner, where the kidnapped hooker is alone and scared. She informs Blaze the trucker has taken everyone at the cafe and seeks to find comfort in Blaze's arms and kiss him. Just in time Blaze realises it is a trick as he spots her shadow in the shape of the giant spider and she tries to bite him with her fangs to inject venom.
Blaze fires his hellfire gun at the waitress, destroying her skin and revealing her to be the spider demon Shelob.
Shelob traps Blaze in webbing spun from her mouth as she demonstrates her powers to Blaze on a waitress she had captured earlier, who is bound and gagged in webbing also. She paralyzes the waitress with venom from her fangs and then feeds, sucking all the juices out of her body till she is just an empty husk. Shelob then puts the waitress's husk on a disguise.
Blaze blasts out of the webbing with his hellfire gun and shoots at Shelob, who is too quick and avoids the attack, heading for her truck. Blaze goes after Shelob on his hellfire bike, as he blasts the truck with his hellfire gun. Dozens of husk corpses scatter on the road, the remains of Shelob's recent kills on unsuspecting victims. Unable to avoid the corpses Shelob takes advantage of Blaze's inattention and shoots webbing from her mouth at him, wrapping him up and lifting him off his bike to her driver's cabin and knocks away his hellfire gun onto the road, as she & Blaze speed away in her truck.
Now powerless Blaze prepares to be ingested by Shelob, who starts to resume her giant spider form as her hunger grows. Suddenly Ghost Rider appears and tosses Blaze his hell fire gun, which he had recovered from the road earlier. Blaze tries again to blast Shelob, now in her giant spider form, but again she avoids the blast by jumping out of the truck cabin as the truck drives off a bridge.
Shelob snag Blaze in a webline as the truck crashes into the river off the bridge. Shelob calls both of them fools, but Ghost Rider reveals his plan has lead Shelob over "running water" where he snares her with his chain to double as "cold iron" to destroy her, as he stated to Blaze earlier would be required. Blaze escapes and blasts Shelob off the bridge into the water with hellfire.
Later Blaze ponders why Shelob didn't destroy him when she had the chance. Ghost Rider reveals that she would have mated with him, then wrapped him up and left him as food for her children spiders to absorb his power as they ate him alive.