James Trotter spends time in an orphanage before being sent to the only family he has, his cruel aunts Spiker and Sponge. James creates a magical potion in an effort to change his situation. But the magic gets away from him, and instead he creates a giant peach and human-sized insects. The aunts see a way to make money from this impressive fruit. However, the insects decide they have to escape, and with James, they cut the peach from the tree--and their adventure begins.