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. Daringly saving the life of a spider he comes into possession of magic boiled crocodile tongues, after which 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 to get to New York.