James and his friends climb back on top of the peach. They don’t see any Cloud-Men, but they do notice that the peach is leaking. The Earthworm panics, but the Ladybug distracts him. She points to a spot ahead, where they can see an arch. Both ends of the arch rest on clouds. The bugs wonder if it’s a bridge or a giant upside-down horseshoe. When the Centipede catches sight of Cloud-Men on the structure, he goes pale. There are millions of Cloud-Men. James begs his panicking friends to keep quiet—sneaking past the Cloud-Men is their only hope.
While James and his friends may be right to assume that the Cloud-Men are dangerous, that doesn’t mean they should panic and invite whatever inclement weather the Cloud-Men have in store for them next. Rather, James suggests, they need to look at things calmly and logically, especially as they try to figure out what this arch is. And realistically, these Cloud-Men might not be interested in harming the travelers—especially if the Centipede doesn’t insult them.
Silently, James and his friends watch the Cloud-Men scramble over the arch. The Centipede runs down the peach’s tunnel, but the others on top of the peach observe that the Cloud-Men are painting the arch. They realize the arch is a rainbow and shout for the Centipede to come back up to see. The Centipede pokes his head back up just in time to see the Cloud-Men push the rainbow off of the clouds. It now hangs by ropes, but the Centipede notes that they have a problem: the peach is headed right for the arch and the ropes. Miss Spider, the Earthworm, and the Ladybug all panic. James shouts for everyone to hold on as the peach crashes through the rainbow, splintering it.
Even though this episode still ends in disaster, it’s telling that James and his friends are able to put aside their fear and assumptions when they realize that they’re looking at the creation of a rainbow. This suggests that it’s possible at any point to find something beautiful and awe-inspiring to notice and appreciate, even if it’s only for a fleeting moment. It’s also telling that James is the one to encourage his friends to hold on—he’s still the captain of the peach and the most capable person on it.
The ropes that held the rainbow get tangled up in the silk securing the seagulls. An angry Cloud-Man begins to climb down the string. The Centipede yells for the Cloud-Man to eat the Earthworm first, but James shouts for the Centipede to bite through the string. The Centipede does as he’s told, and a seagull flies away from the flock. The Cloud-Man dangles beneath the fleeing gull, cursing. Seeing their fellow carried away like this makes the other Cloud-Men let go of their ropes, which sends the rainbow pieces tumbling and frees the peach. However, rather than let the peach go, the Cloud-Men run after it, throwing things like dead rats and saucepans at it. One Cloud-Man tips a gallon of purple paint right onto the Centipede. The Centipede shrieks with anger, but becomes frightened when the paint starts to dry.
Again, the bugs’ panic is telling—the Centipede shouting for the Cloud-Men to eat the Earthworm first reads a lot like Aunt Sponge and Aunt Spiker pushing each other and getting in each other’s way as the peach bore down on them. Fortunately, James is able to come to the rescue again and help his friends see that selfishness like the Centipede expressed isn’t helpful. Instead, people should look for solutions—or turn to children, with their less inhibited ways of seeing the world, for solutions. The Centipede does get his comeuppance when he becomes covered in paint.