Arachne was a beautiful queen. However, she was incredibly vain and when her daughter's beauty began to outstrip her own, Arachne had her daughter thrown into the ocean where she drowned. In turn, Zeus cursed Arachne and turned her into a hideous half-spider creature. She was banished to a deserted island in the Charybdian Sea.

When a shipload of pirates landed on the island to bury their treasure, Arachne began to kill them. She laid eggs inside their bodies, planning to grow an army of spiders to rule over. Hercules and Iolaus landed on the island shortly after the pirates and with the help of the pirate captain Nebula, they defeated Arachne.