The next night, he is overwhelmed by his insatiable hunger and ventures out, murdering two young men who used to pick on him. Trying to get to the bottom of the murders, Frank interviews the head of the research department where Quentin used to work where he discovers that scientists were working on a way to transfer properties from spider into humans. Now realizing that the killer might have injected himself with the lab's serum and theorizing that Quentin might be the killer, Frank visits Quentin's apartment but finds no one apparently home. After discovering the same webbing found at the store, Frank enters the apartment's basement where he discovers dozens of bodies encased in webbing. Meanwhile, Frank's wife Trixie (Theresa Russell) has followed her husband who she believes is hiding Officer Williams with whom she was having an affair. Trixie is then attacked by an almost completely metamorphosed Quentin who flees when Frank attempts to rescue her, but arrives too late to save her and she dies in his arms. Entering the apartment Quentin kidnaps Stephanie and takes her to an abandoned building nearby. Frank arrives at the building and finds Stephanie strung up in a large spider's web. Before he can free her Quentin (now a grotesque mixture of man and spider) appears and begs Frank to kill him. Frank at first refuses to do so, but the animal side of Quentin takes over and he lunges at Stephanie, forcing Frank to open fire on him. Mortally wounded, Quentin manages to live long enough to hear Stephanie thank him for saving her before he expires. The film ends with Quentin's friend Han, introduce a comic book collector to an action figure that resembles his friend, now a superhero named Quentin Arachnid.