To secure the magical golden armor that he needs to save Aduro, King Hugo's wizard, Tom must defeat Arachnid the Spider King, who has been placed by the evil wizard Malvel in the caves of Avantia where the armor is hidden.
Drake has a dream about a new dragon that is somehow trapped in a cave, so Drake, Ana and their two dragons set off to find the Rainbow Dragon's dragon master, Obi. Together they must rescue the Rainbow Dragon, Dayo, from Kwaku, a giant spider who spins a deadly web.
In this expanded version of a popular song, the itsy-bitsy spider's climbing is interrupted by a fan, a mouse, a cat, and some dew before she makes her way to the top of a tree to spin her web.