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In the Arctic Spins a Web Under Construction

"We're in the movie?"
Ms. Frizzle's class in unison

Spins a Web is the third episode of the third season of The Magic School Bus. It is about spiders.


The class has gone to a drive-in movie, where Stand by Your Mantis (1953) is showing, about General Araneus, who is attempting to destroy a giant praying mantis. Carlos and Phoebe aren't enjoying it. Carlos doesn't like insects, and Phoebe is upset of how unrealistic the movie is. When Carlos freaks out when a spider crawls onto his book, Phoebe catches it and lets it out, and telling Carlos the difference between insects and arachnids. Ms. Frizzle returns with popcorn and in the movie, the soldiers attempt to destroy the mantis with bug spray. Phoebe deplores this and declares that if she were in the movie, she'd trap the mantis, take it somewhere safe, and let it go. Naturally, this gives Ms. Frizzle an idea. So she drives The Magic School Bus into the movie.

Inside the movie, they look for the military command centre to search for General Araneus. They finally find him and the praying mantis corners them. They hide under the table and run back into to the bus, which General Araneus controls. He presses a button that ejects the class out of the movie and takes Liz along with him. Keesha and Phoebe also end up stuck to a large spider web.

The two struggle to extricate themselves out of the web and spot a fly onto the rock. They try to keep it away from the web, but to no avail. Just then, a spider arrives and Phoebe learns that they are the professional trappers. Tim cuts one of the lines of the web and Keesha and Phoebe fall into a large popcorn bag. The class watch as the spider wraps the fly with its web. They watch the movie to find that General Araneus is driving The Magic School Bus and Liz attempts to hit one of the buttons, only to get squelched by the general, who attempts to use Liz as bait for the praying mantis. The class then comes across a centipede and run away. They watch as the spider comes out from under the soil and steals the centipede. Phoebe learns that the spider hiding is its other technique to catching insects and that that kind of spider is called the trapdoor spider, which hides inside until an insect comes around for them to catch it. The class then runs away when the spider reappears and notice that a beetle is shunned by the spider once it approaches its trapdoor. They run from and beetle and hide inside another trapper.

They exit just in time to watch General Araneus still driving The Magic School Bus. They run to the movie, only for Ms. Frizzle to get caught by the deinopis spider, which takes its trap to the food. So the class saves their teacher and watch the movie in horror as the general has Liz in his hand. Liz uses her tail to press one of the buttons to suck the class into the movie and onto The Magic School Bus. Liz escapes out of his grip and Phoebe attempts to make a web to trap the general. But the general catches Liz and brings her with him as he exits The Magic School Bus. Phoebe ends up tangled in her own web and the general takes a pizza car to drive away.

The class returns to the bus and Arnold tells Phoebe, "only a giant spider could trap that general", giving Phoebe an idea. So Ms. Frizzle transforms The Magic School Bus into a giant spider and searches for the general. They use the trapping technique to capture the pizza car, only to discover that the general has already left. Wanda asks "Okay, okay. What did we learn from this?" to which Carlos jokingly answers "Never order mushrooms and anchovies on the same pizza." They spot the general hanging onto the ladder of the helicopter and The Magic School Spider creates a spider web between two buildings. The helicopter gets the attention of the praying mantis, which follows the helicopter. The general ends up on the web, but manages to escape out of his shoes and runs off. So Phoebe decides to take the trap to the mantis instead and uses the deinopis spider's technique to catch the praying mantis. The class exit The Magic School Spider and Wanda and Dorothy Ann rescue Liz. The general ends up in his own trap and Liz uses the shrink ray to shrink the praying mantis. Phoebe frees the mantis and lets it fly away.

The class returns out of the movie and Carlos has gotten over his aversion of spiders. Ms. Frizzle states that, "There's nothing like a spider to teach you everything you need to know" (which she has derived from her great uncle) as the film's epilogue is shown to say The End... After this scene, a grey mantis appears, presumably the one in the movie, and the text or is it? displays.


Transformations The Magic School Bus Used

  • Guitar
  • Pizza
  • Snail
  • Spider


  • Ed Asner, the voice of General Araneus, was best known for his Emmy Award-winning role as Lou Grant on the 1970s sitcom The Mary Tyler Moore Show. and has provided guest voices on various animated sitcoms, most recently being The Boondocks. He died on August 29th, 2021.
  • It is revealed that Carlos has arachnophobia.
  • There is a reference to Airplane!, as when Phoebe [watching the movie] says, "Surely there's a better way to catch a praying mantis than that" (referring to the bug spray), General Araneus says to one of his men, "There is no better way! And don't call me Shirley!"
    • The fact that this joke was already used in this episode was mentioned by a "viewer" in the "Producer" segment of "Gets Swamped."
  • One of the female characters in the movie Stand by Your Mantis has a hairstyle roughly similar to Phoebe's and also wears a headband like her.
  • This is the ninth episode switched in streaming order.
  • General Araneus refers to The Magic School Bus as the "Magical School Bus".
  • It is implied that General Araneus who is the true main antagonist actually made the praying mantis into a giant and was using it to terrorize the city in the movie.
  • Despite this being a Season 3 episode, corporate sponsor Microsoft is once again credited as Microsoft Home, at least on the broadcast version (the Warner Home Video VHS and DVD releases use the Microsoft variant).
  • Near the end of the producer segment, General Araneus mentions the Season 1 episode Inside Ralphie.
  • This Producer Says segment is the second to have an in-person caller, after Gets Ready, Set, Dough.


  • At one point in the episode, Keesha's sweater, which was pink a few seconds before, turns green when the scene changes. It turns pink again when the scene changes again.
  • The master tape shows a still from the episode instead of the closing credits and logos.
  • The mantis in the movie is grey, however when the producer is speaking to General Araneus the mantis [which was the mantis in the movie] is green, while the General for some unknown reason continues to appear in black and white.


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