Billy (Luke Benward) is a fifth-grader with problems. First, there's his touchy tummy; almost anything will bring on the heaves--like watching his little brother Woody (Ty Panitz) slather himself in spaghetti and meatballs. Also, Billy gets sick if he even thinks about being uprooted from his childhood home and all of his friends, to move with his parents (Tom Cavanagh and Kimberly Williams-Paisley) to a different city and a different school. He's sick with worry, that is, because everybody knows what happens to the new kid in school.

Sure enough, on his first day, Billy gets shoved, taunted and teased before he even takes his seat in the classroom. Then, at lunch, when he opens his thermos, out comes a handful of worms! Writhing, slimy, slippery worms! There's no doubt who planted this living mess in Billy's lunch; the freckle-faced bully Joe (Adam Hicks) and his cohorts are high-fiving each other all over the place.

By sheer force of will, Billy refuses to barf. He knows this is a crucial moment, that any sign of weakness will make his life sheer hell forever. So what does Billy do? Why, he picks up one of the worms and lobs it onto Joe's face. Well! The stunned reaction to this act so emboldens Billy that he brags that worms don't bother him at all. In fact, he eats them--fried, he says, sometimes ten at a time. Oh yeah? This is something Joe and his pals have got to see for themselves! The worm-eating bet is on.

That's what Billy does for much of the remainder of How to Eat Fried Worms--he eats worms. He's shown eating them fried in "pig fat," doused in hot sauce, blended with broccoli, mixed with marshmallow goo-or prepared in any other insane way Joe and his buddies can think of to make the worms more hideously unappetizing. Not surprisingly, Billy finds new strength with each successful worm ingestion, and he also gains encouragement from his new friend Erica (Hallie Kate Eisenberg). Meanwhile, Joe begins to lose face with his gang: Adam (Austin Rogers), Twitch (Alexander Gould), Techno Mouth (Andrew Gillingham), "the puke watchers" Bradley (Philip Daniel Bolden) and Plug (Blake Garrett), Donny (Alexander Agate) and Benjy (Ryan Malgarini). They're all believably mischievous--and, when the need arises, they're also convincingly courageous in taking a moral stand.

The conflict between Billy and Joe is played for laughs, of course, and it is nicely resolved fair and square--as in the 1973 book on which this film is based. Actually, this 33-year gap from page to screen poses a few questions: Will today's pre-adolescents be happy with a simple "Our Gang" kind of kids' movie which has no wham-pow special effects and no slam-bang action? Are they receptive to a linear story with recognizable kid behavior and a feel-good life lesson? And can they possibly imagine a Saturday in which a gang of eleven-year-olds is allowed to roam free over an entire town, with no adult supervision or interference? Just asking.