Adrea Spedding (Gale Sondergaard),the evil mastermind of The Spider Woman, concocts a particularly absurd scheme in order to make herself filthy rich: she convinces wealthy men with cash flow problems to use their life insurance policies as collateral against a loan; then she bumps them off, not with anything as simple as a gun or dagger, but by releasing a pygmy into the ventilation ducts where they live, and having him release a poisonous spider into their bedroom while they sleep. So excruciating is the pain from the spider's bite, that the men hurl themselves to their death rather than endure the agony. With no clues as to why the men have killed themselves (the obedient spider obviously having wandered back into the vent having done his duty),the press report these mysterious deaths as 'pyjama suicides'.

Holmes (Basil Rathbone) naturally suspects otherwise and cooks up with own crazy plan to discover the truth: whilst enjoying a relaxing fishing break in Scotland with trusty sidekick Watson (Nigel Bruce),the great detective fakes his own death, and then adopts a series of silly disguises to investigate the case, soon coming face to face with The Spider Woman, who proves to be every bit as devious and deadly as Holmes' old nemesis Moriarty, but better looking.

This preposterous plot makes for one of the most entertaining films in the series, Holmes' sporting patently false facial hair for his roles as a rude postie and a down-on-his luck Indian Rajni Singh, Watson making a complete fool of himself with an eminent entomologist, and Spedding ordering pint-sized Obongo from the Congo, the Prancing Pygmy (Angelo Rossitto, one-half of Mad Max Beyond Thunderdome's Master Blaster) back into his case! The film also benefits from a suitably silly ending in which Adrea tries to do away with Holmes in a manner so convoluted it would shame Austin Powers' Dr. Evil: she ties him up in a fairground shooting gallery, his heart directly behind one of the targets, and leaves it up to an oblivious Watson to do her dirty work!

This might rate as the most entertaining of all the Basil Rathbone Sherlock Holmes films, which I still think are the best renditions on film of the famous detective.

This has a surprising amount of action and is simply a fun story to watch. Packed into just one hour are such scenes as Holmes faking his death, a near-poisoning of he and Dr. Watson by gas, a strange little boy who hops around a room, tarantulas on the loose, on and on.

Nigel Bruce is his normally funny Dr. Watson and Gale Sondergaard makes an excellent villain. Credibility is stretched in the beginning and ending scenes but it's an enjoyable ride all the way through.

Sherlock Holmes matches wits with THE SPIDER WOMAN, a fiendish femme fatale responsible for a series of ingenious London murders.

Holmes & Watson face one of their most dangerous enemies in this highly enjoyable little crime mystery. Angry arachnids, toxic gas, Hitler's deadly heart and a very sinister little boy are only some of the elements Holmes must contend with in order to solve the latest crime spree to baffle the Metropolitan Police. Behind it all is the malice of a clever, cruel & cunning woman who gleefully challenges the great detective to do his best to stop her.

The movie is not without its faults. The brief running time and abrupt conclusion are unfortunate, and the ultimate reason for all the murders is really not all that exciting, but the vivid characters and dangerous adventure more than compensate for the film's shortcomings.

Basil Rathbone & Nigel Bruce remain perfect in their leading roles. Rathbone obviously relished playing the cerebral genius and he gets to spice out his characterization with a couple of dead-on disguises. Bumbling Bruce only grows more lovable with each passing film, playing his part with fierce loyalty as well as charming naiveté.

Oscar winning actress Gale Sondergaard portrays the title role with deadly feline guile, teasing Holmes the way a cat plays with a mouse. Alec Craig & Arthur Hohl steal a few screen moments as eccentric entomologists. Back for their recurring roles are Dennis Hoey as dogged Inspector Lestrade and dear Mary Gordon as Mrs. Hudson.

This film -- which was based on wisps of plot from Conan Doyle's

The Final Problem, The Empty House, The Speckled Band, The Sign of Four, and The Devil's Foot -- followed SHERLOCK HOLMES FACES DEATH (1943) and preceded THE SCARLET CLAW (1944). Miss Sondergaard reprised her villainous role two years later in THE SPIDER WOMAN STRIKES BACK (1946).