After an earthquake, Aladdin and his friends are helping the residents of Agrabah get pulled out of the rubble and destroyed buildings. While they do so, two spider-like creatures called Unkbuut appear. After Aladdin saves a little boy's mother with Carpet's help, he runs into a group of Unkbuut and faints. He then tells everyone what he saw. Later, an Unkbuut goes to the palace and kidnaps Jasmine.
The Sultan and Rajah are in despair over Jasmine's kidnapping, but Aladdin assures them he will bring Jasmine back and sets off with the others to find and rescue her. They go through a dark tunnel underneath the city. Carpet then gets stuck on a spider web and everyone sees an Unkbuut coming toward them. The tunnel collapses and everyone but Carpet fall. Genie turns into a mattress and everyone lands safely. They then see a line Unkbuut carrying something wrapped in webbing behind their backs. In order to find Jasmine, Genie turns himself into an Unkbuut with Aladdin, Abu, and Iago inside a cocoon.
When they get to a city of Unkbuut, one of the creatures takes the cocoon off Genie's back. Aladdin opens the cocoon and kicks the Unkbuut in the face so he can get away from him. He then gets on a spider web and Carpet appears out of nowhere and catches Abu and Iago. The Unkbuut are coming toward Aladdin and Genie. Then a high-pitched rhythmic sound starts and the Unkbuut stop.
The gang finds an even larger Unkbuut coming down. They find Jasmine on its back. The princess tells the gang that the Unkbuut are not dangerous. Meanwhile, the people in Agrabah are planning to destroy the Unkbuut. Back at the underground Unkbuut city, the gang meets a baby Unkbuut. Jasmine tells them that the Unkbuut took her so that they can prove that they're not dangerous. She then shows them that the cocoons are filled with potatoes. Everyone then realizes that the giant Unkbuut is the queen of the city.
Meanwhile, Farouk is leading a mob who are all carrying torches around the crater. The men throw the torches while the women pour oil into the crater so that they can all burn the creatures. The gang and the Unkbuut see that the underground is filled with smoke and they try to run away from it. When they get out of the tunnel, Jasmine tells everyone that the creatures are not dangerous.
While Genie goes to get water for the fire, the little boy and his dog from earlier falls into the crater. Aladdin gets on the Unkbuut queen's back and they go rescue the boy and the dog. After doing so, they see that one side of the web is on fire. The Unkbuut queen falls down into the crater while Aladdin gets to the other side of the web and carries the boy and dog to safety. The city is happy about Aladdin, the boy, and the dog surviving the fire, but is sad about the Unkbuut queen falling.
Genie shows up with seawater and puts out the fire. The Unkbuut queen climbs out of the crater wet, but unharmed. Aladdin then thanks her. Meanwhile, the little boy wants his mother to tell him a happy story about the Unkbuut.
- The opening earthquake scene reuses clips and animation from past episodes and movies of the series, most notably The Return of Jafar.
- Abu is turned into an elephant by the Genie for the first time since the first film.
- Aladdin is revealed to have a fear of spiders (arachnophobia) in this episode, but he eventually overcomes it.