One day a young girl named Penelope awakes at the bottom of a great tree. Scared, naked, and alone, her hazy eyes gaze about the shadows for any hope that may come to her aid. Stranded she finds friend in the last of creatures any would expect, Arach the Spider. Together star on a journey to help young Penelope find her way back up the tree of life from where she first came. But whether her people are ready to accept her is another question all together. For the two unlikely companions, there is only one thing of which they can be certain, the only way left is up.