The Roald Dahl children's book comes to life in this partly animated, partly live action feature. This is a Disney-funded movie with songs by Randy Newman and directed by Henry Selick. It is strange and interesting, but doesn't quite deliver.

James is a typical little boy who has the ideal life with his loving parents, who plan on taking him to New York City to see the Empire State Building. But instead his parents are eaten by a rhino that comes out of the clouds (I am not making this up) and James is sent to live with his Aunts.

His Aunts are horrid step-parents who complete each other's sentences, need makeovers badly, and delight in their cruelty to James. He spends his days doing chores and sleeps in the attic, while his Aunts lazy about. For dinner he is given fish heads to eat.

After rescuing a spider, things look up for James when he encounters a curious man who gives him green glowy things he says are magic crocodile tongues. Whatever, they sure jump around a lot, and James can't catch any of them. They find their way into a peach, which soon grows to be the size of a house. All of this is live-action.

The Aunts sell admission to see the giant peach, treating the other neighborhood children as badly as they do James. Later, James takes a bite from the peach. A hole opens in the side of the peach. James crawls in, and the movie becomes stop-motion animated.

James meet the peach's other residents, an assortment of bugs such as a centipede, a grasshopper, a worm and a lady spider who serves as a mother figure to James. These bugs are bigger than James and can talk (and, unfortunately, sing). To escape the pesky Aunts, the centipede frees the big peach from its stem, and the peach rolls down the hill landing in the Atlantic Ocean, on course to New York City.

A giant mechanical shark threatens the peach. James has the bright idea of using the worm to attract seagulls, which the spider uses her web to anchor to the peach. The peach is now airborne and manages to escape from the hungry shark, which in its stubborn efforts to get the peach self-destructs.

James has a nifty little dream sequence that is the best part of the movie. Too bad he wakes up.

The peach goes off course due to carelessness on the part of the braggart centipede. To redeem himself, he jumps in the icy waters to retrieve a compass. I don't know how he knew there was a compass down there. He must have read the script.

The compass is on a wrecked ship surrounded by skeletons of the unlucky crew. These skeletons spring to life to attack the poor centipede. The spider and James come to the rescue, and all survive with the compass.

Back on course, the evil rhino comes out of the clouds to get James and his peach. James confronts him, saying he doesn't exist, and the rhino goes away. That was easy. But the peach falls out of control, landing smack on the Empire State building.

The Aunts re-appear, claiming their peach and wanting to take James back to his attic. James' bug friends come out of the peach, and the lady spider spins a web around the nasty old Aunts. We next see what is left of the peach, its giant pit, which is still home to the big bugs and James, who sits on a porch regaling visiting children with tales of his adventures.