James’ happy life at the English seaside is rudely ended when he is forced to live with his two horrid aunts. When daringly saving the life of a spider, he comes into possession of magic boiled crocodile tongues, and an enormous peach starts to grow in the garden. Venturing inside he meets not only the spider but a number of new friends including a ladybug and a centipede who help him with his plan to try and get to New York.