| Cast overview, first billed only: | |||
| Luke Benward | ... | Billy | |
| Hallie Eisenberg | ... | Erika (as Hallie Kate Eisenberg) | |
| Adam Hicks | ... | Joe | |
| Austin Rogers | ... | Adam | |
| Alexander Gould | ... | Twitch | |
| Ryan Malgarini | ... | Benjy | |
| Philip Bolden | ... | Bradley (as Philip Daniel Bolden) | |
| Clint Howard | ... | Uncle Ed | |
| Ty Panitz | ... | Woody | |
| James Rebhorn | ... | Boiler Head | |
| Tom Cavanagh | ... | Dad | |
| Kimberly Williams-Paisley | ... | Mom | |
| Andrew Gillingham | ... | Techno Mouth | |
| Blake Garrett | ... | Plug | |
| Alexander Agate | ... | Donny | |
The Forrester family - father Mitch Forrester, mother Helen Forrester, their pre-teen son Billy Forrester and their pre-school son Woody Forrester - have just moved to a new town where Mitch is starting a new job. Both Mitch and Billy are worried about fitting into their new environment. It's worse for Billy as Woody, who is not worried about the move, is at that stage in his life where everything is simple and easy. Billy's first day in the fifth grade at his new school does not go well when he gets into an altercation with the class bullies, led by Joe Guire. The altercation involves worms and Billy stating that he eats worms all the time, which leads to all the bullies calling him "Wormboy". As such, Joe bets Billy that he can't eat ten worms (without vomiting), the bet to take place this upcoming Saturday, with the last worm to be consumed by 7pm. Despite having a notoriously weak stomach, Billy takes him up on the bet. As the bet starts, the only classmate on Billy's side is ... Written by Huggo
Pre-adolescent humor is present in large quantities. The acting and story are wonderful if you can stomach the concept. Those with weak constitutions will have some difficulty since the "worms" are realistic enough to cause churning of more than a few in the audience.
Tom Cavanagh and Hallie Kate Eisenberg stole the spotlight, but the young Ty Panitz could get some serious time on screen over the next few years.
Miss Eisenberg has developed from a cute face into a strong young actress with charm and wonderful comic delivery.
The story does a spectacular job in dealing with bullying, friendship, and fairness. It creates an opportunity to discuss these topics in an open and frank manner while recalling some "gross" scene from the film.