Dean Devlin and Roland Emmerich, the producer-writer-director team behind 1998's misbegotten Godzilla remake, are listed as producers on Eight Legged Freaks, a retro-'50s horror-comedy about giant mutant spiders terrorizing a small town. The credit is significant: Not since Godzilla has a surefire B-movie staple been so thoroughly gutted by A-movie production values, as if the old monster matinees would be greatly improved by slick computer effects and an overdose of self-conscious hick humor. Sending a major studio to do the job of a shady financier, the film throws dollars at a 10-cent premise, but the pressure to upgrade cheap thrills into big-time summer entertainment takes its toll. Everyone seems too worried to have fun, so the film puts "fun" in quotation marks, constantly prodding the audience with a sharp elbow to make sure it gets the joke. It doesn't help that phone-card pitchman David Arquette, who never could read a line with a straight face, has been cast as the earnest hero, a drifter returning to his desert home of Prosperity, Arizona, after a 10-year absence. While he was away, his late father's mine died down, taking the town's fortunes along with it and leaving little of interest for him except for old flame Kari Wuhrer, now a sheriff and single mother of two. But the sleepy dustbowl comes alive when a barrel of toxic waste gets dumped into a local pond, sparking a chain of events that leads to a super-breed of giant mutant spiders that threaten to feast on the citizenry. In everything from its Southeastern ghost-town setting to its broad B-picture spirit, the obvious model for Eight Legged Freaks is 1990's cult classic Tremors, a Jaws knockoff carried along by infectious characters and a rollicking sense of adventure. But director Ellory Elkayem cares only about the spiders—the more, the scarier—and the poor townspeople are eaten alive at a staggering rate; the population of Prosperity seems to grow by the hundreds just to satisfy the arachnids' appetites. The few isolated funny moments, particularly a witty visual gag involving a pop-up tent with legs, provide only a short break from the screen-flooding onslaught of CGI creatures and screaming extras. Low-grade splatter comedies like Evil Dead 2 or Dead Alive can turn overkill into a joke, but a PG-13 horror film has to be cagier and more sparing in its effects, which is why the old-fashioned shocks in Tremors had such an impact. But within these limits, Eight Legged Freaks can only respond with a lot of noise and goop.