Hercules is standing over a dying old woman, surrounded by her family. She laments the loss of her mother, taken by a giant years ago, and asks him to find her. Just before the woman dies, she tells Hercules how to find her mother. Partnering with Autolycus, Hercules goes to the home of the warlord Otis and they steal a pouch from a boobytrapped chest. Though successful, Autolycus gets greedy and triggers the alarm while stealing some jewels that were in with the pouch.
Away from the hideout, Autolycus opens the pouch and finds just a bean. Angry at having wasted his talent, he tosses the bean away, and it quickly grows into a beanstalk that reaches into the clouds. As Hercules fights Otis' men, who came looking for the jewels, Autolycus climbs the stalk and sees a large castle in the distance. Thinking of treasure he ignores the dangers of the clouded pathway and comes to the large entrance. Hercules soon arrives, and Autolycus picks the large lock.
Hearing someone singing, they find a young woman at a harp, watching over three, large golden eggs. She is elated to see people her size, but warns them to leave before the owner of the castle wakes up. She is Leanna, the mother of the dying old woman, and explains that time passes more slowly here. She is happy to hear her daughter died surrounded by family, but again urges the two to leave. Just then, the whole room begins to shake, and a giant enters the room. Hercules recognizes him as the kind giant Typhon, Echidna's husband, but this is actually Typhoon, his brother and not so nice. Elsewhere, Otis pays a mercenary to climb the stalk and hunt down his jewels.
Typhoon and Leanna begin arguing about the eggs, Fee, Fi, and Fo-Fum. Hercules and Autolycus try to escape, but are nearly caught when Typhoon is tripped up. Hercules gets out, but again the thief's greed gets the best of him. He is caught, and Hercules is confronted by the mercenary. Before anything can happen though, a monster in the clouds eats the mercenary.
Leanna talks Typhoon out of killing Autolycus, but they argue more. The thief notices the giant and the lady are hiding their feelings, so he tries to give Typhoon some tips on wooing women, with predictably bad results. Meanwhile, Hercules goes back after Leanna and finds out she was ordered to be here by Hades to watch over the Harpy eggs. She will be free after they hatch. Soon Typhoon enters and attempts to win her over, but fails and smacks Autolycus into the eggs, breaking them open and releasing the infant Harpies.
Imprisoned, Hercules and Autolycus trick a Harpy into giving them the key to their cage, but Hercules leaves the thief locked in. He convinces Typhoon to free Leanna, but she doesn't really want to go. As they talk, the Harpies escape, and everyone looks for them. In the process, Hercules fights and tosses the monster into the distance.
The Harpies still manage to get to the stalk and make their way down, but are saved by Hercules and Autolycus. Leanna decides to stay with Typhoon and raise the Harpies to be good. Once down, Hercules expresses his wish to end the "partnership" with the King of Thieves, but as he swings away, Autolycus reiterates the fact that they are partners and the beanstalk is pulled into the clouds.