This film follows the adventures of nine-year old James, a young orphan who has been sent to live with his wicked, greedy Aunts Spiker and Spunge. Life is the pits for the lonely boy, who dreams of going to New York City. He finally gets his chance when he meets a mysterious hobo who presents him with a bag of magical crocodile tongues. Accidentally spilling his precious treasure at the base of a peach tree, James is astonished to see a peach on the tree grow to an enormous size. Finding a secret entrance into the peach, he crawls inside. When the peach breaks loose from the tree, James is headed for an adventure of a lifetime.