An orphan with terrible aunts for guardians, befriends human like bugs who live inside a giant peach, who take the boy on a journey to New York City.

Grasshopper: This is an outrage! You are a disgrace to your Phylum, Order, Class, Genus and Spe...
Centipede: Say it in English!
Grasshopper: YOU, sir, are an ASS!
Centipede: I've sailed all the five seas. From the land of Bora Bora to the icy shores of Tripoli. Commodore Centipede, they used to call me.
Grasshopper: Seven.
Centipede: Huh?
Grasshopper: There are seven seas, and Tripoli is in the Sub-Tropics, Commodore!
Centipede: Trim the sails!
Ladybug: There are no sails.
Centipede: Start the engines!
Earthworm: There are no engines.
Centipede: I can't work with this miserable crew!
[James has discovered he has changed]
James: It's like he said: Marvelous things will happen.
Glowworm: Did he say, "Marvelous pigs in satin"?
Grasshopper: No, dear lady.
[He takes out a megaphone and speaks through it]
Grasshopper: Marvelous things will happen.
[to James]
Grasshopper: Poor Glowworm, she's a little deaf.
Earthworm: I, on the other hand, have exquisite hearing.
Centipede: Oh, yeah? Well, listen to this...
[He spits into his many hands and grabs the megaphone and yells into it]
Centipede: LET'S GET OUTTA HERE!
James: What are they?
Old Man: Crocodile tongues.
James: Tongues?
Old Man: Long, slimy crocodile tongues boiled in the skull of a dead witch for 40 days and 40 nights. And, the gizard of a pig, the fingers of a young monkey, the beak of a parrot and three spoonfuls of sugar, and then, let the moon do the rest.
[the Beat Cop has been asked what the large fruit is]
Beat Cop: I don't know. Just get the biggest crane in New York!
[Spiker and Sponge are outside the peach, looking for James]
Aunt Spiker: Where are you? You little worm!
Earthworm: AAAHHHHHH!
James: Not you, ME!
[everyone is discussing how to get the peach to New York]
James: We could... No, it's stupid.
Grasshopper: Compared to what?
James: Well, I suppose we could fly out.
Centipede: He's right. It's stupid.
Old Green Grasshopper: Oh this is all my fault.
Earthworm: Hey don't take all the credit, I helped too!
[the compass is lost during a storm]
Grasshopper: We'll be blown off course!
Centipede: We'll wind up in Jersey!
Earthworm: Remember what your parents said, James... Try looking at it another way!
[in the darkness]
Earthworm: [Centipede pinches him] Ow! What was that?
Centipede: Sorry, I thought you were the spider.
Grasshopper: [Miss Spider hits him] Ouch. What was *that*?
Miss Spider: Excuse, I thought you were the Centipede.
James: Whenever I had a problem, my parents told me to look at it another way.
Earthworm: *How*? First, I was bird bait, and then I was *shark* bait.
James: That's true, but you could say that you gave us wings to fly, and that you defeated a giant shark single-handedly.
Earthworm: No-handedly.
James: You're a hero.
Earthworm: I am. I'm Wonderworm!
Ladybug: I crave the tasty tentacles of octopi for tea/I like hot dogs, but I love hot frogs, and surely you'll agree/A plate of soil with engine oil is a super recipe. I hardy need to mention that it's practically free!
James: You're not even a real rhino! You're just a lot of smoke and noise! I'm not afraid of you!
Aunt Sponge: I look and smell, I do declare, as lovely as a rose. Just feast your eyes upon my face, observe my shapely nose. Behold my heavenly silky locks, and if I take off both my socks, you'll see my dainty toes.
Aunt Spiker: But don't forget, my dearest Sponge, how much your tummy shows!
Miss Spider: Centipede I do not know whether to kill you or kiss you.
The Grasshopper: No-one is going to squoosh you, old boy. You're six feet long now.
Earthworm: Bigger targets.
Centipede: Let the biddies come! I'll take 'em both on! I'm undefeatable. I'm indivisible. I'm...
[James falls on him]
Centipede: ... in trouble!
Centipede: Hey, Glowworm, how 'bout some light?
Glowworm: I can't hear you. I'll have to put my light on.
Centipede: Why don't skeletons play music in church? Because they got no organs.
Centipede: Time to go make a pest of myself!
Earthworm: We gotta get out of here. We'll be turned into living statues.
Grasshopper: *Dead* living statues!
Earthworm: The sun's so hot! I'm roasted!
James: We'll always be together, right?
Centipede: Kid, you're stuck with us, for life.
James: Excuse me, sir, can you tell me where the Empire State Building is?
Hard Hat Man: You're on top of it, kid.
Centipede: We're not lost.
Grasshopper: Then where are we?
Centipede: Somewhere up north. Or, possibly, very far south.
Grasshopper: What's your latitude? What's your longitude?
Centipede: Hey, hey, hey! That's personal, bud!
Earthworm: Great! We'll be stuck here until we starve and die.
The Grasshopper: Highly improbable.
Ladybug: Well, that's encouraging.
The Grasshopper: We are far more likely to drown.
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.
Earthworm: She won't be coming down here with the spray. She'll be coming down here with a shovel. It happened to m' brother. Split him right down the middle. Now I have two half-brothers.
Centipede: I'm crazy about mosquitoes on a piece of buttered toast/And pickled spines of porcupines and a great big roast!/And dragon's flesh, quite old, not fresh, it costs a buck at most!
Glowworm: Does it come with gravy?
Centipede: It comes to you in barrels if you order it by post!
[the bugs and James have landed in the ocean]
Spider: We are in, what you call, the Big Puddle.
[on his experience of the world]
Centipede: I did live between two pages of The National Geographic. Very informative magazine, the National Geographic. Lots of nice pictures.
Grasshopper: [singing] For dinner on my birthday, shall I tell you what I chose? Hot noodles made from poodles on a slice of garden hose/And a rather smelly jelly made from armadillo's toes/The jelly is delicious, but you have to hold your nose!
Centipede: Biggest puddle of them all, Angel Fangs. The Atlantic Ocean.
The Grasshopper: Tecnically, the Pacific is larger.
Centipede: Well... that goes without saying.
James' Mom: Try looking at it another way.
[the centipede is being stretched out by the pirates; one approaches with an axe]
Centipede: It's Paul Bunyan. He's come to cut me some slack. Hey, aiming a little low, aren't you, buddy? He's going to cut me in half!
Spider: We are in the middle of the, how do you say, the big puddle.
Centipede: Biggest puddle of 'em all, angel fangs - the Atlantic Ocean.
Old Green Grasshopper: Technically, the Pacific is the biggest.
Centipede: Well, that goes without saying.
James: I can't remember what fun is for.
Aunt Sponge: We sent you out here to kill a spider!
Aunt Spiker: Not to laze about.
James: I wasn't lazing about, I tripped.
Aunt Sponge: How dare you disagree with us!
Centipede: [to metal shark] Teach you to mess with me, you overgrown sardine! I'm from Brooklyn!
Miss Spider: No one will be eating you James.
Centipede: Naw, she'll just puncture your head and suck out the brains.
Miss Spider: That I am saving for you.
Glowworm: God bless the colonies!
[Gazing at the giant peach]
Aunt Sponge: It smells delicious!
Aunt Spiker: No! It smells like money.
Miss Spider: Nice aim, Commodore.
Innocent Girl: Can I touch it?
Aunt Spiker: Touch it? You can't touch it.
Aunt Sponge: She'll be wanting to taste it next.
Aunt Spiker: [Tears up ticket] Admission denied. This child has too many cheeky ideas.
The Grasshopper: He's committed pesticide!
The Grasshopper, Centipede: [to each other, after their fighting knocks the last of the food overboard] NOW look what you've done!
Aunt Spiker: [Swatting a butterfly] Ew, wouldn't want one of those nesting in your knickers.
Centipede: Holy shipwreck!

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