Hercules (Kevin Sorbo) sits at the bedside of Alyssa (Yvonne Lawley), a dying woman whose last request is for him to find her mother, Lianna (Kerry Gallagher). When Alyssa was just a child, her mother was kidnapped by the giant Typhoon (Glenn Shadix) and taken to a castle in the clouds. Hercules agrees to try to find Lianna and knowing it won't be easy, enlists the help of Autolycus (Bruce Campbell), the King of Thieves. Together, they break into the warlord Otus' (David Sutherland) vault to find a small engraved box which Alyssa told Hercules about. Autolycus skillfully opens it, revealing a small pouch atop a bed of precious gems. He quickly pockets the jewels, then pours out the contents of the pouch. The only thing it contains is a bean, which he throws over his shoulder, embarrassed to have gone to so much trouble to get it. Suddenly, a giant beanstalk springs up, reaching into the clouds.
Hercules and Autolycus are soon surrounded by a band of warriors who have discovered the break-in. The two men have no choice but to climb the beanstalk. While Hercules heroically fends off their enemies, Autolycus ascends and makes it to the top first. Stepping off into a field of clouds, he spots a huge foreboding castle in the distance and heads off towards it in search of treasure. Hercules soon shows up.
As they tour the ominous castle, they hear a woman's voice singing a mournful melody. They finally locate her in a small chamber where she is playing a golden harp. Three golden eggs lie next to her. When she spots Hercules and Autolycus, she tearfully embraces them, having been cut off from humanity for so many years. She is, in fact, Alyssa's long-lost mother, Lianna. But her warmth quickly turns to fear as she contemplates the imminent return of the evil giant Typhoon (Glenn Shadix). The ground soon begins to quake with Typhoon's approach.
Lianna tries to hide Hercules and Autolycus, but Typhoon picks up their scent as soon as he enters the room. Lianna, however, is able to distract him and his attention turns to Fe, Fi, and Fofum, the golden eggs. When Autolycus makes a run for the door, Typhoon spots and pursues him. Hercules pulls the carpet out from under the giant and manages to escape, but the king of thieves is trapped. Typhoon pens up Autolycus, but pretty soon the giant is seeking advice from his captive about the love he feels for Lianna.
Hercules again finds Lianna, who explains the story of her kidnapping. It turns out that it was Hades' idea to take her away from her family. He assigned her to be the caretaker of the golden eggs, which belong to dangerous Harpies that were terrorizing the town back when she was taken. By now, Typhoon has received a total makeover from Autolycus, including dancing lessons and instruction on romance. At one point, however, the giant becomes upset with his teacher and slaps him across the room, causing him to land on the golden eggs and crack them. A small creature bounces out of one of them, licks his face, and makes a noise that sounds curiously like "mama." Soon, two more mischievous baby Harpies appear. Lianna happily packs her bags since her job as caretaker of the eggs is over. As everyone gathers, they realize that the Harpies have escaped from the castle and are heading towards the beanstalk. What they don't see, however, is that there is a strange being beneath the mist that is trying to eat them for lunch.
Just when Hercules manages to nab two of the Harpies, the small creatures notice a giant snake-eel over their captor's shoulder. Fofum is quickly snatched up into the snake-eel's mouth. Hercules wrestles the giant creature to the ground, giving it a sort of Heimlich maneuver which causes the little Harpy to fly. Typhoon then grabs the snake-eel's tail with one hand and his head with the other, shoves the tail into the snake's own mouth, and sends the creature flying. Relieved that they have saved their little Harpies, Typhoon and Lianna spontaneously kiss. Lianna realizes that the castle in the clouds is her home and decides to remain there with Typhoon and the Harpies.
Starring: Kevin Sorbo (Hercules)
Guest Starring: Bruce Campbell (Autolycus), Glenn Shadix (Typhoon), Kerry Gallagher (Lianna), Yvonne Lawley (Alyssa), David Sutherland (Otus), Paul Brennan (Nidhogg)
Written by Melissa Rosenberg
Directed by John T. Kretchmer