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 and get to New York.

In the pirate ship scene, the Centipede exclaims, "A Skellington!" upon spotting a skeleton that looks like Jack Skellington from The Nightmare Before Christmas (1993). Another of the skeletons has the bill, sailor's cap, sailor's jacket and voice of Donald Duck.

Spider:
[eating the peach] Mmmmm. Better than ladybugs.


Ladybug:
What?


Spider:
Excuse me.


Earthworm:
It's not dirt...

[takes a bite of the peach]


Earthworm:
But it's not bad.

Continuity: When James is going to release the candle balloon, the candle is lying inside the balloon. In the next shot, the candle is standing upright on the chair next to the balloon.

Written by Randy Newman
Performed by Paul Terry
Additional vocal by Drew Harrah