When his parents are killed by a giant rhino, James Henry Trotter has to live with (and skivvy for) his nasty aunts Spiker and Sponge. However, after he is given magic crocodile tongues by a stranger, amazing things begin to happen. James escapes from his aunts by climbing inside a giant peach, and setting off with all the friendly, talking insects who live inside it. A mixture of live action for the out-of-peach sequences and animation for the main part of the story.