A young country spider Itsy befriends Leslie McGroarty, a perky young city girl who takes piano lessons from the music teacher (incidentally, she learns to play the real rhyme) and her cat, Langston. When Itsy frightens the teacher, she calls the Exterminator, who tries to kill Itsy with the toxic machine blower, but it causes pain and destruction to the instructor's house, and the Exterminator turns out to be a heavily armed android. The Exterminator's method uses more extreme weapons, escalating from poison and vacuums to guns and explosives, and it destroys the instructor's house. Itsy finally reunites with Leslie (who senses to leave the house when the Exterminator uses the weapons) and head home to the big city with the bicycle.