What's grosser than gross? This film — which isn't necessarily a bad thing. It might not be for the ages — or, for that matter, all ages — but this cute lesson in standing up to bullies, based on the award-winning Thomas Rockwell book of the same name, is still tailor-made for its target demographic. Fifth-grader Billy (Luke Benward) is so terrified of starting a new school in a new town that he feels positively sick, though truth be told, just about everything makes him nauseous. He's got a sensitive stomach, is prone to motion sickness and is easily grossed out by little brother Woody's (Ty Panitz) disgusting behavior. His worst fears are realized on the first day of class when a gang of bullies led by Joe Guire (Adam Hicks) stare him down before he even gets a word out. They torture him by putting worms in his thermos, and while the entire cafeteria screams and laughs, he throws a creepy crawly right in Joe's face. Joe, his pride wounded, challenges Billy to eat 10 worms on Saturday without vomiting. Determined not to take this torture, Billy not only agrees but claims to love his worms fried and really greasy. Fellow outsider Erika (Hallie Kate Eisenberg), who's regularly tormented because she's tall, is impressed by his stand, but thinks the bet is stupid. Come Saturday morning, Billy gets stuck watching Woody — his parents (Kimberly Williams-Paisley and Tom Cavanagh) are off playing tennis in their own desperate bid to fit in — and turns to Erika for help. Erika agrees to babysit while Billy faces down his nemesis who, with his merry men, has cooked up some gastronomic disasters, including fried worms, marshmallow-covered worms and worms with tuna coating. Billy approaches the challenge like a man, but he's got a 7 pm deadline looming and a weak belly to contend with. Benward is adorable — as are most of the movie's young cast — and their cumulative charm almost makes up for the parade of disgusting images. While changes have been made to the book in the interest of compressing the story and emphasizing certain life lessons, the 33-year-old premise is still perfectly in sync with the sensibilities of preteen boys everywhere.
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