James' happy life at the English seaside is rudely ended when his parents are killed by a rhinoceros and he goes to live with his two horrid aunts. After saving the life of a spider he comes into possession of magic boiled crocodile tongues, from which an enormous peach starts to grow in the garden. Venturing inside he meets not only the spider but a number of other new insect friends who help him with his plan to try and get to New York City.