How To Eat Fried Worms

How To Eat Fried Worms In Theaters

See the Red Carpet photos below!

New Line Cinema and Walden Media present How to Eat Fried Worms, a feature film adaptation of Thomas Rockwell’s hugely popular young adult book, which has been a perennial seller since its publication in 1973, amassing nearly 3 million copies sold worldwide. Rockwell has penned numerous books for young readers and has received The Mark Twain Award, the California Young Reader Medal, and the Sequoyah Award for How to Eat Fried Worms.

How to Eat Fried Worms tells the story of Billy (Luke Benward), an eleven-year-old who inadvertently challenges the town bully, Joe Guire (Adam Hicks), on his first day at a new school. To save face and earn the respect of his new classmates, Billy agrees to a bet that will determine his fate at the school - whether or not he can eat ten worms in one day. As the pressure mounts, he must summon heroic strength to keep his five-year-old brother from blabbing, his weak stomach from betraying him, and his big mouth from getting him into more trouble than he’s already in.

Mitch Forrester (Tom Cavanagh) and his wife Helen (Kimberly Williams-Paisley) have packed their boys into the family station wagon and are heading to a new town with a new job for Mitch and a new elementary school for Billy. It seems to Billy that everybody else, including his little brother Woody (Ty Panitz), easily adapts to the new surroundings.

Billy’s fears are realized in his first moments at the new school when the old adage ‘everybody picks on the new kid’ appears to be true. Everybody except the tall, lanky girl named Erika Tanzy (Hallie Kate Eisenberg) whose kindness simultaneously inspires gratefulness and humiliation in Billy. When the school bully Joe and his band of 5th grade followers put worms in Billy’s lunch, Billy surprises them all when he stands up to and embarrasses Joe. This leads the two to make a bet: on Saturday Billy must eat 10 worms by 7PM.

Meanwhile, at his work, Mitch is struggling with his own issues about fitting in and first impressions that lead him to take on a certain challenge of his own. When his parents leave Woody in his care, Billy presses Erika into service to help keep an eye on Woody…and to lend him some moral support in his gastronomic challenge.

Joe’s gang makes each worm more delightfully revolting than the last, beginning with La Big Porker, which is fried in pig fat. This odyssey through worm cuisine takes the boys all over town as they try to force Billy to throw up by dubbing each specimen increasingly disgusting names like The Burning Fireball, The Greasy Brown Toad Bloater Special, and The Barfmallow. When the adventure finally ends up down by the river for worms such as The Green Slusher and Radioactive Slime Delight, all of the kids learn the true meaning of friendship and bravery, as well as the difficulties and importance of doing the right thing.

STARRING: Luke Benwald, Tom Cavanaugh, Kimberly Williams, Hallie Kate Eisenberg
DIRECTOR: Bob Dolman
STUDIO: New Line Cinema
RATING: PG

Wild About Movies Grade: B

"How To Eat Fried Worms"
Behind The Scenes

Director Bob Dolman first became aware of the classic young adult novel How to Eat Fried Worms when he was approached as a writer to draft a revised screenplay. Since his sons were in their early teen years at the time, he had been drawn to doing a project for children and took on the task. “It seemed like a book that they would want to see as a movie,” explains Dolman. Little did he know at the time that he would be directing the film when his sons were grown.

“When I read the book, I saw all sorts of possibilities in it for a movie,” remembers Dolman. “The book tells a small story about a group of boys who make a bet and the main character, Billy, ends up eating worms over several days. It felt like a movie that would be fun to write, since really the joy of the book is watching them cook and eat the worms in different ways.”

“However, I felt the story needed to be bigger to work as a movie. So I began to think about how to invent situations and characters that could turn the story into a movie,” explains Dolman. “One of the first things that I brought to it was to up the stakes, so to speak, by making the bet take place all in one day. In the book, Billy eats the worms over a 15 day period and that didn't seem to be compelling enough, so I condensed it into eating all 10 worms in one day to give the proceedings some urgency.”

“I wanted the movie to be more sophisticated and be a story for boys and girls of all ages, not just a story for little boys,” adds Dolman. “Another big difference is there just weren't as many characters in the book. I made Joe a bully to increase the conflict in the story and added Erika, the only girl, who is the conscience of the movie. The little brother, Woody, is also an invention. In fact all of the friends were quite different than the ones in the book. I felt like the characters needed to be broader and bigger and a little more adventurous and there had to be a bigger pack of them.”

The project went through multiple drafts and lay dormant for many years while Dolman went on to write other projects and eventually direct his first movie – The Banger Sisters – on which he worked with producer Mark Johnson. “We had a really positive experience together and when that project was winding up, I asked Bob what he wanted to do next…and he told me about this book, How to Eat Fried Worms by Thomas Rockwell,” remembers Johnson.

“I had never read it and all of my friends said ‘you'll love this book,’ ‘my son is reading it,’ ‘it was really important to me growing up,’ ‘that's so much fun,’ and so on. So, I read it and loved the spirit of it and the message of it,” explains Johnson. “It’s really a wonderful tale of youthful energy and has a whole sense about being who you are. All of the messages were right, but it was in a package that is a lot of fun.”

“It’s a timeless tale of growing up that uses a very gross and interesting device, the worms, to make its point,” adds producer Philip Steuer. “Ultimately, I think it’s about a bully and a new kid coming to town and what that kid has to go through to be accepted. That’s kind of what everybody may have felt at a certain time in their life. The fact that these little creepy, crawly things help sell that point and help these kids get past their insecurities, is really pretty interesting.”

Johnson and Dolman began working together towards making the film and Dolman found new inspiration to expand on the tale. “I was also drawn to the story because it felt like a war story in which there weren’t really any of the dangers of war,” says Dolman. “But there are all the emotions that go with being in a battle: fear, doubt, wondering if you’re going to survive, questions of integrity, fighting fairly and standing up for what you believe in. Also, behind the dare is Billy’s own bravado. He comes to discover that he’s really got to rise to the occasion and back up his own beliefs with actions.”

The story weaves multiple themes, including acceptance, forgiveness, friendship, and not judging by first impressions, into a tale involving the culinary delights of earthworms. But for Dolman, courage and joy are the ideas that stand out above the others.

The director chose to amplify the theme of courage in the movie. “This boy comes to school and he gets involved with these other boys on a bet and in order to follow through on it, he has to be brave,” explains Dolman. “Behind any bet, there is a question of whether or not you can meet the challenge, so that does suggest an act of courage.”

“I know it may seem far fetched that anybody would eat worms. But Billy makes a bet and it takes a lot of courage just to follow through on what you said you were going to do and to stand up to people under scary circumstances. His first impulse is to run away, but his next impulse is to stay and face it.”

“Secondly, what emerged from the performances of the cast is something that I’m even more excited about, and that is the idea that laughter and joy and fun can overpower mean-spiritedness, crabbiness, and even cruelty,” adds Dolman. “I think the natural state of children is one of happiness, friendliness, love, getting along…and when it is oppressed, things go haywire. When it is allowed to be free and flourish, it runs it’s own wonderful course. And that’s what the story is about. It’s a very forgiving story.”

“YOU NEED HOW MANY KIDS?”

“The most important thing was getting the cast right,” says producer Mark Johnson. “This isn’t a movie with elaborate special effects or huge sets…it's really about the spirit of the book being in these kids. The most painstaking work we had to do was finding the right kids. We interviewed thousands before we came up with our core gang. What I'm particularly proud of is each kid is his or her own idiosyncratic self and, as charismatic as they are, they are not Hollywood kids. They are very real.”

“We weren't looking for performers,” agrees director Bob Dolman. “I was more interested in the natural spirit of the kids. Sometimes we selected kids with next to no acting experience because just they had that quality of being natural and real and funny and sincere.”

The search for young actors extended nationwide and the production opened casting offices in Los Angeles and Austin, Texas. “They came from all over the United States. Videotapes were sent in from everywhere. We had a really limited time to cast; ten weeks to find all eleven main kids,” adds producer Philip Steuer. “It was a very truncated process.”

“The personalities of the kids needed to play off one another. We saw some kids who we liked very much and thought ‘this kid is a terrific actor, but he's not right for this role, let's put him over to this part.’ The whole cast didn't click in until we had all of the elements. It was almost like a jigsaw puzzle to say this guy works here and this kid works there. You can't just say this is the best kid for the part. You ask if this the best kid for the part, in connection with this other kid who is going to play against him, and this other kid is going to be his best friend. It was a fun movie to cast because you did no one part in isolation,” explains Johnson.

“There was a frustrating time when we weren’t finding Billy and we were really stuck, because you couldn’t cast anyone else - the dad, the mom, the little brother, the other boys - until you had Billy,” adds Steuer.

“Casting took us a long time because we cast everything around Billy,” agrees Dolman. “We had about 30 young actors who were contenders to play the parts of the other boys. It’s like pulling together a team and making sure that you have your pitcher first. When we found Luke Benward to play Billy, then the rest of the casting happened rather quickly.”

The filmmakers ended up casting kids from California, Nevada, Tennessee, New Jersey, Texas, Oklahoma and Florida to complete the puzzle. “Because of the interlocking nature of the cast, one of the funny things our casting director Stephanie Corsalini said to Bob Dolman was ‘you’ll look back on this and you’ll say to yourself ‘I couldn’t have done this movie with any other cast,’” adds Steuer.

“The part of Billy the protagonist was probably the toughest one because we required so much of that boy, we need to see him at his lows and at his highs. We have got to see a boy who is, through a great deal of the movie, in a panic because he's made a bet that he knows in his heart he can't possibly win,” explains Johnson.

“Choosing Billy was difficult,” agrees Bob Dolman. “I was not only looking for someone who could act the part, but someone who had the energy to carry the part. I don't know of any other movie where the lead child actor is in almost every single scene. That's just exhausting, hard work for any actor. In addition, we shot in Austin, Texas in summer weather that was hot - 90 degrees plus, and humid - without exception every day. So sheer stamina was important. We were all looking for a kid who could carry that and have the energy and enthusiasm to go through it, who also had some acting experience.”

Tennessee-native Luke Benward was chosen to star as Billy, the new kid in the 5th grade overwhelmed by every aspect of his new life.

“My mom and I tape all my auditions in our kitchen and send them in. With this movie, we were running late and were rushing to get the tape to FedEx. We had thirty minutes until their last deadline of the night, and the place was a thirty-minute drive from our house. And the tape had to be in LA the next day in order for me to be considered,” explains Benward.

“We were racing to FedEx and everything was trying hard to stop us,” laughs Benward. “There was traffic, there was a train changing cars, we got lost. We finally got there 20 minutes late and they wouldn't let us in. The lady who worked there felt sorry for my mom, who was just about in tears. So she gave my mom all of the packaging through the door and mom laid it all out on the sidewalk. My mom was like, ‘Thank you so much.’ The FedEx lady said, ‘Don't worry, we will get it there.’ It got there the next morning and they ended up flying us to Los Angeles for a meeting with the director.”

Benward and his mom returned home to Franklin, Tennessee and after additional rounds of taped auditions, they waited and waited for news.

“I was at a friend’s house for a sleepover and my parents came over to surprise me. I came downstairs and saw my mom and dad sitting on the couch, and I was afraid they were going to make me come home and sleep in my own bed. My dad gave me a Texas Longhorns hat. I didn’t know what it was at first. He explained it's the team from Austin, Texas…and that's where I’d be shooting my next movie! Oh, yeah! It was a really awesome moment,” remembers Benward.

The Benwards didn’t forget those who helped Luke get the part. The next day, they arrived at the courier’s office with a bouquet of flowers from their garden for one very surprised FedEx employee.

An actress and acting coach by profession, Kenda Benward served as her son’s acting coach during production. “Billy is an awesome role for any actor, adult or child, to play because he has a range of emotions that he plays at any given time,” explains Kenda Benward. “He is not just playing one objective. It’s a story about a struggle of trying to find your place and confronting your fears. As Billy, Luke has to play someone who was popular, and now that he is in a new place, is intimidated easily.”

Six-year old Ty Panitz is featured as Woody, Billy’s annoyingly perfect and naturally popular little brother who adapts to their move with great ease, becoming the center of attention at his kindergarten in just one day.

“Like all younger brothers, Woody doesn't know what to make of his older brother,” says producer Mark Johnson. “He's bemused and also really irritated by him. At one point, he sings a song that couldn't be sweeter, except he puts his own lyrics into it. The punch line is basically, ‘I wish my brother were dead!’”

Panitz got the role by singing “God Bless America” at his audition. He and co-star Hallie Kate Eisenberg’s off-screen friendship was echoed on-screen in their roles of little kid and baby-sitter.

Eisenberg plays Erika Tanzy, an early bloomer who towers over her classmates in an awkward fashion and offers Billy friendship, a calming influence and advice that he’s not sure he wants. As the lone girl in the story, she is the outside person looking in who seems to have a better sense of what’s going on than everybody else.

“Erika’s very sensible. She's certainly more composed and world-wise and watches these boys with puzzlement,” comments Johnson. “At one point, Erika makes the unoriginal comment that boys are pretty weird. I think that's what this movie is so much about.”

“Erika's very practical and she's mature beyond her years,” agrees Eisenberg. “She's very smart. I loved that the character was so different from the boys.”

She makes sure that Billy knows he is the first person to ever do anything in the face of the bully Joe’s cruelty. “Erika is pretty important. She tells my character Billy to not run away and says the line ‘Win it true,’” explains Luke Benward. “She encourages him to not try to get out of it, but to just go and win the bet, do the deal, be true to yourself. She helps my character realize that I made the bet, I shouldn't have been bragging, so I have got to go through with it. If I lose, I lose.”

A veteran actress at age 13, Eisenberg was excited to learn a new skill for the role. “My character is into archery and it's something that I never would have wanted to learn on my own. Now that I have, I really would like to do more with it. I went to a couple of lessons and it was really hard at first, because you have to be strong. Then I got the hang of it, I got a few bull's eyes and it's fun.”

Filmmakers cast a freckle-faced redhead named Adam Hicks to play Joe Guire, the school bully whose confident demeanor and mean spirit intimidates his entire circle of friends and enemies.

“It starts out where I have all of the power. People listen to me. And I like it. At first, I try to overpower Billy, but he makes the bet and stands up to me…it's the first time that’s happened,” comments Hicks. “It scares me a little, but I can’t mess up my rep and let the others see that. I think everyone has had that time in their life where their friends were all around them and they don’t want to lose face. Everyone has a little bit of Joe in them.”

“I do think there are times in our lives when most of us have, out of insecurity, bullied somebody,” agrees producer Mark Johnson. “But with the wisdom of adulthood, we look back on it and understand why we did it at the time. Adam does a great job, because he’s not a bully at all in real life.”

“When I tried out for the part, my friends and family said, ‘You can’t play Joe. You're not a bully.’ I said, ‘It's acting!’ I’ve been determined to prove them wrong,” laughs Hicks. “Being an actor, I watch other people. The bullies in my school, I don't like them, but I still watch them. They sort of clench their fists, they look at you sideways or if they walk up to you, they don't back down. They keep staring at you non-stop.”

Director Bob Dolman gave Hicks further guidance. “Bob would always tell me that bullies play it cool. They don't care if this kid or that kid doesn't like ‘em. Bob has helped me so much and I couldn't have done the part nearly as well without him.”

Throughout the story, Joe uses the myth of his ‘death ring’ to keep fear in the hearts of the whole 5th grade. “It ends up that it's a ring that you could buy at Wal-Mart,” laughs Hicks.

Joe’s posse includes a half dozen fifth graders all trying to figure out how to fit in. Alexander Gould plays the high-strung boy nicknamed Twitch. “He is a little nutty, a little cuckoo,” says Gould. “Twitch’s parents expose him to a lot of art and music. He doesn't want to really show that he likes it, but he secretly really likes it.”

The bigger Joe Guire bullies Twitch and the others throughout the story. “I think that bullies are really afraid of something that they think is not so good about themselves, so they beat up on other kids who are smaller and weaker than them to make them feel better about themselves. It's really not a good thing,” observes Gould.

Houston-native Andrew Gillingham makes his feature film debut as Twitch’s best friend Techno Mouth, aptly nicknamed due to the elaborate braces on his teeth.

“Techno Mouth is a really fun kid, but kind of a crazy kid,” explains Gillingham. “He does stuff like climb up walls and hang from ceilings. Twitch and I have always been friends and we stick together in the story.”

“Andrew got his braces in May and I thought there goes any opportunity for him to get acting parts,” remembers his mother Carol Gillingham, a first-grade teacher. “Then the very next month, he auditioned for this piece and he got the part of Techno Mouth partly because of his braces. So, what I thought was a bad thing, turned out to be in his favor.”

Despite being told not to, both Twitch and Techno Mouth instinctively want to make friends with Billy, and eventually learn the importance of standing up to Joe and letting their natural joy shine through.

“At first, Twitch is weak. His backpack gets stolen and he gets pushed down. Then he meets Billy and he's having fun and gets the courage to stand up to Joe. That's really a big change for Twitch. After that, he gets stronger and he really starts feeling a lot better about himself,” explains Gould. “Twitch is really afraid of Joe in the beginning, because Joe is just plain, straight out mean. That death ring is like somebody holding a gun to your head every minute. So he does whatever Joe says. But it turns out he does have bravery inside him.”

“We have all been bullied and we have all been bullies at some point or another. The message of the movie is that bullying begets bullying and you have to stop it at some point,” says producer Mark Johnson. “It doesn't make Joe happy. Bullying is a no-win situation and a terrible burden to Joe.”

“There are multiple life lessons in this movie, including standing up for truth,” comments Luke Benward’s real-life father Aaron Benward. “Billy faces a crisis, he has to face a choice head on and realizes that he has to follow through with this choice. Billy says, ‘I am going to take this bet and I am going to do it,’ and by being an example by standing up for the others, interestingly enough, everybody comes and rallies around him. I think that is something we can look for when we stand for something that we feel passionately and deeply about. Even at the beginning, where he wasn't sure he was going to make it, the support of just a few key people helped him realize, ‘I can do this.’ You can see him finally get to the point with each worm that it is going to happen. By worm ten, it is his triumph.”

“The movie is also about a boy who overcomes his fears,” adds Luke Benward. “Billy has a weak stomach and he has to find the courage to eat worms. Some of the others have to face their fears as well. It’s also about friendship and how a boy who has no friends earns them.”

“When you see the boys start switching sides, you realize the movie is about true friendship,” adds Valerie Gould (real-life mom to Twitch). “It’s about living by your values and holding on to what is right. It's also about coming of age. Billy learns that he had the ability to do whatever he sets his mind to and that he doesn't need to be a follower. I think it's also about learning how to treat others with respect and treat others the way you want to be treated.”

“Billy is really an every boy in the sense that he's all of us at some point in our lives when we’ve experienced a lot of peer pressure,” relates Mark Johnson. “When you get defensive and scared, you end up doing something that may or may not be true to yourself. In this particular case, Billy makes a boast that he doesn't really believe in and then he has to live with that boast. It's really about being true to yourself and about standing up for what you believe. The fact is if you are who you truly are, then friends and wonderful things and the pluses and minuses of life will happen to you.”

Joe’s gang also includes The Puke Watchers, Bradley and Plug. Philip Daniel Bolden is the multiple-watch wearing Bradley, who performs his duties as the Official Time Keeper of the bet with soldier-like diligence. “Time is very important because Billy has to eat all of these 10 worms by 7:00 p.m.,” comments Bolden. “Bradley is also an official puke watcher and official worm keeper in the movie. He's a really cool character.”

Oklahoma City-native Blake Garrett was cast as the untidy and thick-headed Plug. “He’s a dirty guy, kind of the pig pen of the group,” says Garrett. “Plug's really a funny character, full of laughter. But he's also the tough guy and not the brightest in the group. He acts like a guard for Joe, even though Joe doesn’t always treat him very well.”

Filmmakers chose Alexander Agate as apprehensive Donny Pickett, the “Brain” of Joe’s outfit, charged with researching all the details of worm life. “Donny's a cowardly kind of kid in the beginning,” explains Agate. “But, he's the smart guy, he knows everything about the worms because studies them. Maybe he is kind of a nerd.”

Ryan Malgarini, who garnered big laughs playing Lindsay Lohan’s younger brother in the hit comedy Freaky Friday, was cast as the mocking Benjy. Joe’s right-hand-man eager for his approval, Benjy also serves as the Official Worm Cooker and gives newly created recipes unique names like “Radioactive Slime Delight,” “The Barfmallow” and “The Peanut Butter & Worm Jam Sandwich.”

“I liked the script because it’s about kid relationships and it has great morals. I also had to learn to cook and speak a little French for the role. Some of the lines were ‘merci beaucoup,’ ‘barf malloo’ and ‘saute ala mode’… very foreign,” laughs Malgarini. “My grandma helped me out on how to speak French. It was really quite fun.”

“Benjy says he’s French when he’s really not and he’s saying all of this French stuff that nobody really understands,” adds Malgarini. “His bike is loaded with cooking utensils and he’s got a big huge backpack with supplies. He can have food coming out of nowhere. Basically, I’m a traveling worm chef.”

“I think How to Eat Fried Worms is about not biting off more than you can chew. Basically, don't do something that you can't handle. And it's also about bullies and how they pick on you and how, in the end, they are just human beings like all of us,” sums up Malgarini.

The story also includes the nervous loner Adam Simms, played by actor Austin Rogers. Adam’s odd habits include smelling his fingers and stating the obviously disgusting in his misguided attempts to be helpful to Billy’s quest, after Joe assigns him to ‘Billy’s team.’

“He’s sort of the weirdo type in the group. Without knowing that he's grossing Billy out, he constantly does,” explains Rogers. “He's unusual, dresses weird, he has a weird bike, he just does a bunch of weird stuff and people kind of get annoyed with him. But he feels very helpful along the way when he gets to cook the omelet worm.”

“It's very interesting to see how all of the characters learn to accept their uniqueness. And accept one other's uniqueness. And embrace the fact that it's okay to be different, that it's okay to have a quirk,” comments Carol Gillingham. “To be a little strange is not such a bad thing.”

Rogers adds, “I loved working with all the kids and Bob Dolman. He is an excellent director. No offense to anyone, but it is very hard to work with us kids. You have got to have their complete attention.”

“I think Bob loves working with kids. The first thing he did when all of our kid actors arrived is to have everyone call them by their character names. Because, in a sense, that's how we see them,” explains Mark Johnson. “I think that's given a real looseness to the production and it's a wonderful enterprise. The number one goal for all of us is to make a good movie, but the implied goal is that everybody have a good time in the process.”

“Bob was really great about picking up on the traits the kids brought,” adds producer Philip Steuer. “For example, he made Benjy the cook when he saw him juggling salt and pepper shakers. He really tailored the script to the strengths of each actor.”

“I have a background in improvisational comedy writing, so I was always looking for possibilities that hadn't been on the page,” explains Dolman. “Ryan Malgarini, who plays Benjy, is very physical and so he is now the cook. Other things like that seeped in on the way. Once Ryan said the French word I gave him, he had so much fun that I said ‘you are going to be French.’ He doesn't know anything about being French, doesn't speak a word of French, but decided to play it like he was French. Things like that evolve.”

“You couldn't see everything in the auditions. Austin Rogers, who plays Adam Simms was cast as a kind of morose boy that I thought should just stand in one place. But, it turns out he's a great physical comedian,” reveals Dolman. “When you put him on a bicycle, he can make you laugh. When he dances, he can make you laugh. So I added things when I saw the strengths in any of them. They are all quite malleable. In children, you don't see all of their strengths until they loosen up a little bit.”

The boys really responded positively to Dolman’s changes. “I think I'm a lot like my character Donny because he's a quiet, cowardly kind of kid,” explains Alexander Agate. “He's kind of a nerd. Mr. Dolman actually said to me, ‘I invite you to create your own character, I just want it to be very natural for you.’ So, Donny's basically just like me.”

“In order to direct these kids, I had to let myself have fun,” adds Dolman. “I did want to come from their place, understand their energy, so we played a lot. This was like summer camp for all of us and for all of the crew and all the parents as well. I think everybody was inspired by these kids. I found it was the only way that I could really communicate to the kids. We just all banded together in a playful way.”

“Bob’s not afraid to express himself. If he feels happy, he will just jump around and start going crazy, being all goofy. If he’s sad, then he’ll tell you. Then we’ll make it up to him and then start being all goofy again,” explains Ryan Malgarini.

“He's a really fun director and just really outgoing. At one point, he was directing us swimming on his back in the water,” laughs Luke Benward. “If you need to talk to him about the scene, he'll just stop and answer all of your questions. He was really encouraging and helped me make it more energetic. He will also show us how to do it, he won't just tell us. He will just get up and go for it. It really helps us.”

“It's a true testament to Bob's leadership,” comments Kendra Benward. “He is not only a prince of a man, but as a director, he is a team player. There is no ego involved. He is so open to these kids and none of them feel intimidated to come to him. That's why he is getting the good stuff out of these kids because he is willing to take the time with them. Kids on film sets learn acting as they're doing it. They're professional actors, but they don't have 20 years of experience behind them, and Bob has really taken on that role to help teach them on this movie.”

“I very much believe in mentoring young people. I think it's great to be able to pass on your knowledge,” comments Dolman. “One of the great joys of working on this movie is that many of the kids in our young cast are interested in filmmaking. They wanted to see playback of takes and learn from the more experienced adult actors. I think some of them will go on to work in many capacities, including directing or producing or camera work. It was fun to show them how things worked and explain why we did it this way. They asked the camera people questions, they asked everyone in each department questions. I encouraged the kids, we all did.”

With the main kids signed on, the filmmakers turned their attention to casting the adults in the movie. The first order of business was finding the right pair of actors to play Billy’s parents. Tom Cavanagh was cast as his father Mitch, who has moved his family to a new town for his new job, and Kimberly Williams-Paisley plays Mitch’s wife, Helen.

“Tom brings a real believability, yet a certain eccentricity, to the part of the father and we wanted the father to be believable, at the same time like so many parents, certainly from the kids' point of view, slightly clueless,” laughs Mark Johnson.

Cavanagh’s storyline runs parallel to his son’s in the movie. “Billy is having trouble at school…he’s intimidated by people and worried about fitting in,” explains Dolman. “When you go to Mitch's place of work, you see that Mitch is facing the same sort of situation, just on an adult level. But it has a lot of the same ingredients. He's a bit nervous, he's clumsy, he drops things because he's nervous, and he's worried about what people are thinking of him. He ends up accepting an invitation to play tennis in the same way that Billy accepts the worm bet.”

“I hope that the kids watching will see that it's not just kids who feel afraid of new situations and feel intimidated by people who are bigger than they are. Adults go through the same thing,” adds Dolman. “Kids often think their parents are fearless, but in fact, adults feel all of the things that children feel.”

Kimberly Williams-Paisley agrees, saying “it’s a great little subplot that Bob included to show that adults have the same sorts of fears that kids do. Tom's character is afraid of his new job and his coworkers because he doesn't know them. He is the new kid on the block, and his boss invites us to play tennis and not thinking, he says ‘sure, we love to play tennis.’ Of course, we don't play tennis at all. We're terrible.”

“So we get stuck on the tennis court and he is terrified, which I just think is hysterical. What winds up happening is they show up and they’re not intimidating, they're just people,” adds Williams-Paisley.

The pair had a ball shooting the tennis scene where they face off against Mitch’s boss Rob Simon and his wife Whacker on the tennis court.

“That is not a funny scene,” deadpans Tom Cavanagh. “The correct description for that scene is shameless. Over the top would fit or you could probably call it broad. Anytime someone is standing around with mats, pads, and trampolines and saying, ‘Dude, do anything you want,’ it’s very hard to resist. I would say free forming is the nicest way you can put what we're doing out there.”

“We really were able to get goofy on the tennis court and I had a great day,” laughs Williams-Paisley. “Tom and I were flailing on the big thick mat. We love to do that kind of thing.”

“Kimberly and Tom are not afraid to do physical comedy – they are athletes, actually,” observes Dolman. “They take pratfalls, they fall down, stand up, drop things…it's wonderful. Sometimes, they are out and out clown-like. In a way, they are big kids. It helps again with that theme of the story…grownups, they are like kids, they are just bigger. Plus, they both have a great sense of comedic timing.”

In addition to the physicality of the role, Williams-Paisley was also attracted to the project for other reasons. “I thought the script was adorable and relatable. To me, the mom read like a perfect mom. Laid back, easy going, with a sense of humor, adoring and happy to be a mom. I like that part of Helen. She’s a good sport and kind of sarcastic, but also madly in love with her children and husband. She’s also turned into a little bit of a goof, a little bit of a klutz.”

“This set is a great place to be having fun and because it is a kid's movie, there is that kid's energy,” observes Williams-Paisley. “There is a lot of silliness and Bob is very laid back, which is terrific. He is also one of the only directors I've seen who stands next to the camera, sort of like the way they used to do it. Bob is working the kids and he is shouting encouragements at them in the middle of the scene, so it lends a certain spontaneity. He is great with the kids.”

Williams-Paisley was also keen to work with her co-star. “Tom Cavanagh is hysterical. I've admired his work for a long time. He is very funny and he throws something new in every single take. I’m never quite sure what he is going to do, so that's why it’s fun to act with him, because he is always surprising. Plus, he recently worked with my sister – they played each other’s love interest. Now this summer, I get him. So it’s kind of all in the family!”

“I am knocking them off one by one,” laughs Cavanagh. “That's the reason I did this movie, any Williams who takes up acting, I plan to act with them.”

Other adult actors featured include James Rebhorn as Principal “Boiler Head” Burdock and Clint Howard makes a cameo appearance as the cantankerous short order cook, Uncle Ed.

“A WORLD BOYS OUGHT TO LIVE IN”’

How to Eat Fried Worms began principal photography on July 25th, 2005 on location in Austin, Texas and continued throughout the summer heat until September brought the return to school for most of the cast.

Filmmakers chose to shoot the story in Austin due to the producers’ previous positive experiences in Central Texas and the community’s “anytown” quality. “Mark Johnson and Phil Steuer have made several movies in Austin so they have a familiarity with the Austin film community,” explains director Bob Dolman. “Environmentally, Austin fit the story and there are excellent movie crews here.”

How To Eat Fried Worms filmed in multiple locations in and around Austin including Zilker Elementary School, the Travis Heights neighborhood and Stacy Park, the Northwest Hills neighborhood, Austin Studios, the Blue Hole swimming hole in Wimberley and the Austin Diner. Other shooting locations included: the 1st Unitarian Church, which played Woody’s pre-school; the Onion Creek Country Club, where the parents ‘played’ tennis; and Highway 21 in Bastrop County, where we first learn about Billy’s queasy stomach.

In early July 2005, filmmakers held an open casting call at a local hotel for school-aged background extras and were overwhelmed with the response when over 2000 kids from Austin and as far away as Houston and San Antonio showed up. Organizers had been expecting around 200 and attributed the remarkable turnout to the popularity of the book.

Those young actors were used to populate the schoolyard, classrooms, hallways, library and cafeteria of Zilker Elementary. Filming in the school took place during the first two weeks of shooting, so that filmmakers would be finished at that location when teachers returned the second week in August to prep for their school year.

The school schedules of the principal cast made the shooting schedule particularly tight. “Logistically, we were against a ticking clock with the start of school. We wanted to finish in time for the principal actors to start in their own schools,” adds producr Philip Steuer. “We were able to schedule around most of the kids school starts, which was the blessing of hiring kids from other states, they all went back to school at different times. That actually was a bonus for us.”

“The film is set in contemporary times but I think we all felt it had the ability to be a period movie,” comments Steuer. “We certainly wanted it to have a period feel without being a period movie…not really knowing when or where you were, more of timeless period than a specific period. The kids are all on bikes and there’s not a lot of technology, but the idea was to have timeless sense to it.”

“The book was written in the 1970s and has a pre-computer innocence about it. It depicts a world that feels almost forgotten,” comments director Bob Dolman. “We’ve intended to present a world of boys as perhaps it ought to be. We wanted to quiet their world, so that their only real concern is ‘gee it's hard moving into a new place, trying to fit in, getting picked on.’ In a way, the theme of the movie could be that children of that age should have problems no bigger than ‘I have to eat a worm.’”

Production designer Caty Maxey and costume designer Kathleen Kiatta were charged with creating this any-town, timeless feel. “Bob’s marching orders were to keep it simple,” states Steuer. “All the clothes are contemporary and we didn’t build any elaborate sets.”

“Bob’s priority was the boys’ comfort,” says Kiatta. “For the most part I was given free rein, but he really wanted me to hone in on the boys as individuals and try to make them all different. Once I got to spend a little time with them, they each brought something very special to the table. I got to be most creative with Twitch's costumes – the artwork on his pajamas and some of his t-shirts was all drawn on by hand.”

Maxey took advantage of the classic Craftsman architecture prevalent in the Travis Heights neighborhood of South Austin and the adjacent idyllic Stacy Park to highlight the film’s timeless feel. By using a pre-defined color scheme, the art department was able to seamlessly blend the bedroom/hallway/bathroom set, built on stage at Austin Studios, with the interiors and exteriors of the practical Forrester House that were shot on location at a real residence in the Northwest Hills neighborhood.

Twitch’s house was found in that same neighborhood when location scouts discovered a recently sold home that was about to go through major renovations. The production came in and constructed the kitchen set (specific to the scene that allowed Techno Mouth to hang from the rafters) inside the shell of the home.

Maxey’s team also constructed an elaborate dilapidated bait shack in Austin and trucked it to the Blue Hole location, about an hour away in the Texas Hill Country. The formerly private natural swimming hole was recently donated to the City of Wimberley with the intention of making it into an official park.

“The whole final sequence was shot in the most beautiful place with a swimming hole right beside us all the time,” comments Dolman. “The weather was between 95 and 105 degrees and all the boys could think about was that river.”

“You could practically see the sirens calling them,” laughs producer Mark Johnson. “But they have a professional job acting in a movie. It was difficult for them, in this idyllic setting with a river going by. They just wanted to get done with their scene so they could run over there and throw rocks in the water and poke something with a stick. Yet you can't do it, you're working. It so goes against what being a kid is.”

The filmmakers managed to keep the cast out of the water during the shooting day, but they were allowed to swim after wrap in the evenings. “The water was so clear!” exclaims Hallie Kate Eisenberg. “At the end of the week, Ryan and I pushed our director in the water and then all of the kids jumped in. There was even a huge tree that we all climbed and jumped off of into the freezing water.”

Luke Benward was the lucky cast member, as he got to be in the water during the shooting day as part of the scene. “Blue Hole was awesome! It was so pretty,” exclaims Benward. “The cameras were in the water on platforms and sometimes I would go under the platform and hold on to bars. They had scuba divers who were there just in case you got a cramp or something. They taught me a little bit about scuba diving between scenes.”

“It was difficult just because they had so much energy that just wanted to run in every different direction,” says Bob Dolman. “The kids are really quite amazing and disciplined for 10 to 13 year-old actors. Nevertheless they are kids. When we had all nine of the worm boys in so many scenes, they just had another ideas a lot of time. It was very easy for them to be distracted, just in the ways that boys will be distracted. That I found to be the most exhausting part of directing them.”

Despite the challenges of working with his young cast, Dolman could not have been more pleased with them. “They have a genuineness about them. They don't seem like they are show business kids. They don't seem to have big egos and are very giving to each other. So they come across on camera quite naturally,” reveals Dolman. “As the director, I just tried to keep their natural selves in front of the camera. It wasn't about performing as much as it was just keeping them as genuine as possible, trying to pull forth from them what I already saw in them as people. They all seemed to just be able to act out of their own place, which to me is great acting.”

Austin Diner was the local eatery transformed into The Brown Toad Diner. The art department decorated the interior with thousands of toads and frogs gathered from local bric-a-brac and thrift stores, which the owner of Austin Diner decided to keep when they re-opened for business. On the roof, they placed a giant toad that the special effects department rigged to stick its tongue out, like it was eating flies. Inside the diner, the kids meet Adam Simms’ Uncle Ed, played by Clint Howard.

“I LOVE WORMS”

The production utilized real worms, gummy worms, rubber worms, stunt worms and fake edible worms to play the title characters.

Casting real worms presented unique challenges to the production. “Really early in pre-production, we were very concerned about not killing any of them,” explains producer Philip Steuer. “We met with a worm specialist named Steven Kutcher in Los Angeles, who is an entomologist and does bugs for movies. He told us that heat will affect the way worms move and you have to keep them cool.”

Of course, the production was slated to film during the height of the summer heat. “When we began working in Texas, our property master Dwayne Grady spearheaded their care and took it on full force with regards to who would do what with the worms. In our basement of the production office, we had a worm farm, home to thousands of live worms. As product placement, one company actually gave us living habitats (elaborate tins of dirt) to keep them in.”

The prop department also instructed the crew to save certain leftover food including: old toast, pancakes, fruit/vegetable scraps, crushed egg shells, coffee grounds and dead flowers and leaves to feed the worms.

Property master Dwayne Grady and his crew of five took their care extremely seriously. “On set the worms were always kept in special temperature-controlled containers,” explains assistant property master Amy Bell. “They were treated like movie stars.” Gummy worms and rubber worms were used as stand-ins to keep the stars out of the heat for as long as possible to preserve the energy of their performances. When production wrapped, several crewmembers adopted many of the stars and took them home to live in their gardens.

Among other things, special effects coordinator Everette Byrom, III and his brother, special effects foreman Craig Byrom, were responsible for the practical stunt worms. For example, “The Burning Fireball” is cooked in a boiling pot and the special effects wizards made the concoction gurgle and look boiling hot, even though the liquid was room temperature and safe for the actors to throw stuff in the pot and splash the contents without getting burned.

The props department filled the counter tops of Twitch’s kitchen with a range of things the actors could throw into the pot. “We threw everything from a household kitchen,” explains Ryan Malgarini, who plays the worm chef Benjy. “Lettuce, hot sauce, pepper, just about anything that you could find in the house, we put into this pot and cooked it and boiled it and fried it. It was crazy and disgusting!”

Luke Benward’s reaction to eating “The Burning Fireball” worm was natural and real. “The pot had a big stew full of bananas and banana peels and glass bottles and hot sauce and cayenne papers and then they put the edible prop worm inside,” remembers Benward. “It was red and it was actually in the stew they made. It just tasted really bad. It's was hot the first time it touched my tongue and then it just got gross.”

The special effects technicians also rigged the "Radioactive Slime Delight" worm to splat worm parts without actually harming a real worm. “It's a worm that goes in the microwave and is turning, turning, turning, and all of a sudden it blows up all over the microwave,” explains Benward. “There are pieces of worm everywhere and I have to eat it with a spatula. It was actually corn syrup and edible worm flying everywhere, so it was all sticky and that one had no taste, but the texture in your mouth was like…let’s just say, that's the one that I want to get in one take.”

Benward was grateful for the assistance of special effects and props departments in his worm-eating escapades. “For one scene, I did have to put a real worm in my mouth – a Canadian night crawler. It wasn't too gross, it was actually kind of good,” Benward comments surprisingly. “I didn't bite into it, but the outside was salty and slimy. One of our props guys said ‘I wouldn't let you put anything in your mouth that I wouldn't put in my mouth.’ He tasted everything before I did. That was really awesome.”

Prop department member Doug Field actually made the edible worms in his kitchen at home. The worms were molded out of gelatin and hand painted with edible paint. They came in flavors like pistachio, vanilla, tapioca and fruit punch. “The first one I had to eat – “La Big Porker” – was supposedly fried in pig fat. So on the outside they made it look like it had fat hanging off of it and made it look like some of the worm slime melted into the fat. The special effects people also made it squirt goo. It was gross,” explains Benward.

Several of the edible worms were more elaborate. “’Brown Toad Bloater Special’ is supposed to be deep fried. Actually, it’s portabella mushroom with molasses, chocolate syrup and maple syrup. That mixture of syrups all mixed on the worm and he poured it into my mouth and it stuck out because it was really hard to eat,” remembers Benward.

In the movie, the “Barfmallow” worm is made of marshmallows, tuna fish, ketchup and mayonnaise. “Since that would have actually made me sick, they used that strawberry stuff that is in cereal. It was actually pretty good,” reveals Benward.

Even though their characters are non worm-eaters, over the course of production, most of the cast did taste the edible worms out of curiosity.

“I didn’t really want to eat any of them. Even though they are fake edible worms, they still are pretty nasty,” comments Malgarini. “They each got more sick and disgusting as we went on. But ‘The Green Slusher’ tasted like cereal…it was mix of Trix and Lucky Charms. It actually tasted pretty good. That’s the one I liked the most.”

“Out of solidarity for Billy, I ate the worms,” admits Tom Cavanagh, who plays Billy’s dad. “They're gross. It wasn't a pretty sight. Do you know who ate none of the worms? Kimberly Williams. I had to eat all of her worms, too.”

Williams wasn’t the only female cast member who didn’t sample the props. “I didn't eat any of the worms because they have gelatin in them and I'm a vegetarian,” explains Hallie Kate Eisenberg. “But to see all of these boys standing there lined up, tasting the worms all together, putting these worms in their mouths. It's hysterical to watch. Ty, who plays Woody, and I did get to do this scene with ice cream over and over and over. By the last few takes we were miming eating them. We had to eat about 25 ice cream bars, which is a lot better than worms.”

“CAMP WORMS, TEXAS”
summer camp (n) - a place, usually residential, offering outdoor recreational activities & skill development for children during the summer

The young cast and their families – parents, grandparents and siblings - had a unique experience during the 8 weeks of production. “Even though they were surrounded by all of this film making equipment, they just behaved like kids at summer camp. I hope that comes across in the movie,” comments director Bob Dolman.

Producer Philip Steuer agrees. “There was archery, water sports, cooking, campfires.” Producers threw the cast and crew a bowling party to kick off filming that set the tone for the entire production. As filming progressed, the cast often went on outings together during their off time to places such as the local water park, the Austin Duck Tour and miniature golf.

“It really felt like we were all away at summer camp and our camp project was making this movie,” says Hallie Kate Eisenberg. “Bob had us call each other by our character names, like when you get a nickname at camp. We were all from different places and we all came together while the weather’s warm and learned new things. Instead of cabins, we stayed at an apartment complex and after work, we all swam in the pool and hung out with each other.”

The project was also a unique acting environment, one that echoed the themes in the film. “In most of my movies, I act with adults or maybe, at most, two or three other kids,” explains Adam “Joe” Hicks. “So, with this movie – wow - 10 other kids - that's really cool. When I arrived I was thinking ‘I hope I get along with everyone, I hope everyone likes me.’”

“When you have this many kids, you do worry about them all getting along,” admits Philip Steuer. “That certainly wasn’t an issue at all, some of them will probably be life-long friends.”

“They became their characters and the friendship that this movie needs to show, is a friendship that now they completely have,” agrees producer Mark Johnson. “These kids are together every second of the day. They have become a gang of friends and that friendship works for the movie. In fact, sometimes we have to fight it a little bit, because there is a rivalry in the movie.”

Instead of a club house, the young actors had a green room, which was an air conditioned trailer, parked near the set, which included a foosball table, video games, movies and musical instruments, couches, bean bags and lots of movie posters on the walls.

“The green room is a trailer where we take a break while the crew moves the cameras around. We escape from the sun and play games. We even used the instruments in there to get a band going called ‘Production 5.’ It lasted for about maybe one, two weeks,” laughs Blake “Plug” Garrett.

“Blake got some tips from Ethan our sound mixer, who plays guitar,” shares Hallie Kate Eisenberg. “We had it all worked out…Austin is the band manager and lead harmonica player, Adam plays drums, and Ryan also played guitar. Luke and I were the singers. All of us wrote songs together.”

The adult actors also experienced some of the life-imitating-art-imitating-life phenomenon of the project. “I came into this movie towards the end of it, and I felt like the new kid on the block,” reveals Kimberly Williams-Paisley. “I always have some trepidation going into a new situation…who are these people and how I am going to fit in here? How long will it take for them to get to know me? I think a lot of people can relate to this story.”

“On my first day on set Ty, who plays my youngest son, bet me 20 bucks that he could beat me at foosball. So, I took him on and he did beat me,” admits Williams-Paisley. “But he did have a partner, so there were two against one. Then I teamed up with Ty's mom and went against the two kids, and they beat us hands down. These kids really know what they're doing in foosball. Ty is a little firecracker.”

“On this movie, there's about 500 bets made a day and no one ever follows through with them. Everyone says things like ‘I will pay you five bucks if you can get the basketball in the hoop.’ Everything is a bet,” laughs Hallie Kate Eisenberg.

Director Bob Dolman thinks that audiences will enjoy seeing any eventual behind-the-scenes features about the making of the movie. “I would love for people to be able to see what it has been like for these kids to go through this, because it has been unique. The kids are really featured all the way through this movie, there are hardly any adults in it. The kids dominate and carry the movie. To see how they pulled that off, how they worked with me and with the crew. To see how all of the parents helped these kids to learn their lines and be ready on set every day. The families helped us enormously, there was a huge collaboration that went on with the parents, grandparents and the friends of the kids that were here.”

The ‘worm kids’ (as they began calling themselves) and their families were so touched by their journey that they made their own video to thank their director for the experience. “I really felt like they were thanking the whole crew, all of the people that were involved. They were just warm and genuinely grateful,” says Dolman. “It just touched everybody."

One final challenge for filmmakers was scheduling the ADR (additional dialogue replacement, or sound “looping”) before the voices of the boys changed. “We wanted to do it as soon as possible after wrapping principal photography. Both Adam Hicks and Ryan Malgarini are 13 and their voices will pop soon, big growth spurts are coming,” relates producer Philip Steuer.

After a quick 39 days of production, principal photography wrapped on Sunday, September 18th, 2005, along tree-lined Highway 21 in Bastrop County, forty-five minutes outside Austin. For filmmakers, cast and crew, summer camp was over and it was time to go back to school.

“I CAN’T WAIT TO READ THE WORM BOOK”

“I don't think anything encourages students to read more than having a movie made of a book,” states Carol Gillingham, a first grade teacher in Houston and mother of Andrew “Techno Mouth” Gillingham. “I think being able to make comparisons between the book and the movie will be a lot of fun. It's a fabulous way to get kids to read books.”

“During scouting, every time we went into a school, we met the teachers and librarians who were excited because the students already knew this book,” comments director Bob Dolman.

“I have made a number of movies based on books: The Natural, My Dog Skip, A Little Princess, Donnie Brasco, The Notebook and most recently The Chronicles of Narnia: The Lion, The Witch and The Wardrobe. I think that you have a responsibility when you are translating a book into a film, because you have to respect the fact that there is a core readership who have certain expectations from your movie,” explains producer Mark Johnson. “As filmmakers, you can make alterations, but it’s important to try to keep the themes and characters somewhat consistent. I think in a book like How to Eat Fried Worms, that is and has been read by a lot of kids, you want to make sure that they have the experience of seeing something new and original, that yet still reminds them of the experience of reading the book. So it's a little bit of a balancing act.”

Adds Johnson, “the ideal thing is to take the book as your foundation and then have a screenwriter who adds what he or she is particularly talented at, to come up with something that's it's own new animal. Bob Dolman really dreamed up this whole kinetic energy and conflict between all of these kids. The ultimate compliment came from Thomas Rockwell, the author of the book, who had read our screenplay and liked it a great deal. It’s loosely based on his book and he appreciated it for what it is.”

A feature film adaptation of Thomas Rockwell’s hugely popular young adult book How to Eat Fried Worms completely fit the corporate mission of Walden Media. Founded in 2001 by Cary Granat, former president of Miramax Films’ Dimension label, and education reformer Micheal Flaherty, Walden Media specializes in entertainment designed to recapture the audience’s imagination, rekindle curiosity and spark an enthusiasm for lifelong learning.

“Our company is focused on creating multiple learning avenues, both before and after the film, around the subject matter of the story,” says Cary Granat. “We explore the themes online, in school and in after-school programs with groups like the Boy Scouts, Girl Scouts, Young Life, 4 H, Boys & Girls Clubs and YMCA. We want kids to go out and actually do things in the community tied to what the story is about. Oftentimes books become a great resource to allow us to talk to kids through a shared kind of common experience. So, they've read the book, now they can go see the film.”

“The theme of bullying is really important to bring to kids in school today,” adds Granat. “Teachers are using the book as a staple in their curriculum. It’s part of an accredited reading list of all 50 states, plus many places internationally. For us this is really hitting the jackpot: great themes, accredited nationwide, and it's something that kids really adore.”

“In the book, the chapter headings are literally military headings. This was a very smart way to teach kids that there's very little difference in terms of bullying on the war field and bullying in school,” comments Granat. “In the movie, Billy makes this incredible stand. He lays the gauntlet. And then he starts to question ‘what have I done?’ The rest of the story is Billy building up again that same level of courage, tenacity, temerity, and boldness.”

Billy’s actions inspire the other boys to change. “What it takes is the first person to start doing something differently. Once they do and they have that conviction, other people will follow that example,” says Granat. “It's a great story of the exemplary role model. It's amazing how everybody who starts out in this gang, slowly but surely joins Billy’s team. He has taken the step to do the right thing.”

“Hopefully young audiences can take away a feeling of empowerment,” adds Granat. “It's their responsibility and only their responsibility to take that first step themselves. They can't wait for someone else to show them how to do it. That's really another great theme in this book: sometimes the hardest thing to do is take that first step. But once you do it, you learn to overcome your other fears and anxieties.”

“The whole film is infused with great comedy all throughout,” continues Granat. “We want to use high entertainment value as an educational tool, because nothing is more inherently educational than something you relate to and find entertaining and think about it after you have seen. We recognize that power of media.”

“Books can be a valuable teaching aid, but nothing beats parenting. Nothing beats a parent sitting down with their child and with a logic and a reason and a love, explaining and teaching,” comments actor Clint Howard. “But this movie is an effective tool and a wonderful opportunity for a little life lesson that parents can share with their kids.”

“I think the beauty of so many family films today now is that they really are family films,” concludes producer Mark Johnson. “They may be specifically for kids or about kids, but adults will really like them. I think our humor will be pretty hilarious to kids, but I don't think it will escape grown ups. So, if we have done our job right, this movie should work for kids and parents.”

ABOUT THE CAST

Luke Benward (Billy Forrester)
Eleven year-old Luke Benward was cast in his first film at age 5, appearing alongside Mel Gibson and Madeleine Stowe in We Were Soldiers. In the two years following, he shot television pilots for “Life on the Water” and “Family Affair” starring Tim Curry and Gary Cole.

He was cast in the family film Because of Winn Dixie at age 8 after choosing to audition with a toothpick in his mouth. The choice set him apart from the hundreds of boys vying for the role of Stevie Dewberry, one of the two brothers tormenting Annasophia Robb’s character. Director Wayne Wang loved the idea and used it in the film.

Benward stars as Angel/Michael in Martina McBride’s award-winning music video for “Concrete Angel.” The clip was nominated for a Grammy, among other awards, and McBride took home the prize for Female Video of the Year at the 2003 CMT Flameworthy Awards.

His commercial credits include campaigns for McDonalds, Nintendo, American Express, and Hamburger Helper.

Part of an entertainment family, Benward also loves to sing and dance and got his acting start tagging along to auditions with his mother – actress, acting coach and former CMT veejay Kenda Benward. His father, Aaron Benward, is half of the country music duo Blue County. He has two younger sisters, Ella and Gracie.

Born and raised in Tennessee, he enjoys riding his bike and playing football and video games. Benward read the book How To Eat Fried Worms when he was in the 3rd grade, but never ate a worm until he began work on the film. He did, however, once eat a roly poly bug on a dare.

Hallie Kate Eisenberg (Erika Tansy)
At thirteen, Hallie Kate Eisenberg is already a seasoned actress with numerous film, television, stage, and commercial credits on her resume.

Eisenberg made her feature film debut at age 5, playing Marie in DreamWorks’ family film Paulie. She then portrayed Barbara in Michael Mann’s Academy Award nominated film The Insider starring Russell Crowe and Little Miss in Christopher Columbus’ Bicentennial Man starring Robin Williams. Eisenberg went on to co-star with Minnie Driver in Beautiful, directed by Sally Field.

She played Helen Keller in the award-winning ABC-Wonderful World of Disney TV movie “The Miracle Worker.” Eisenberg also appeared in three movies of the week: as Eleanor in “Nicholas’ Gift,” Josie in “Blue Moon,” and Jenny in “Swing Vote.” She has guest starred on the FOX TV series “Get Real” and the CBS-TV drama, “Presidio Med.”

On cable television, Eisenberg recently co-starred with Patricia Heaton and Jeff Daniels in the 2004 remake of Neil Simon's “The Goodbye Girl.” On HBO, she played Abby Mills on “A Little Inside;” and in the upcoming feature, “Jesus, Mary and Joey” she plays Melissa, a cancer patient.

Eisenberg made her Broadway debut in the Roundabout’s star-studded play, "The Women," which also aired on PBS as part of its Stage and Screen series.

Commercial credits include promos for the Independent Film Channel (as Christie, the “hot young Indie director“) and a four-year campaign as the spokesperson for Pepsi. These spots include the voices of several celebrities (Joe Pesci, Aretha Franklin, Isaac Hayes, and Marlon Brando) and appearances by KISS, Faith Hill, baseball great Ken Griffey, Jr., Nascar’s Jeff Gordon and Halle Berry.

Eisenberg received the Young Artists Special Achievement Award for most outstanding young performer in television advertising. The Young Artists Awards also nominated her for outstanding young actress in a feature film (Beautiful); and outstanding young actress for her portrayal of Helen Keller in “The Miracle Worker.” She was nominated for best young actress in a feature film (Bicentennial Man) for Hollywood Reporter’s Youngstar Awards. Eisenberg also won a Camie award for her performance in “The Miracle Worker.”

In addition, Eisenberg has served as a special correspondent for “Entertainment Tonight” and has covered events such as the Gotham Awards, Independent Spirit Awards, Nickelodeon Kids’ Choice Awards and the Emmy Awards®.

When not acting, Hallie competes in equestrian competitions with her horse, Nate. Eisenberg has a sister, Kerry, and a brother, Jesse. Rounding out the household are three dogs and two cats. She lives in New Jersey with her parents, Amy and Barry. Eisenberg read the book How To Eat Fried Worms while working on the movie.

Adam Hicks (Joe Guire)
Thirteen year-old Adam Hicks starred in the leading role of Brady Davis in the feature film Down and Derby. He was recently seen on the big screen in Disney’s remake of The Shaggy Dog starring Tim Allen and in The 12 Dogs of Christmas, released on DVD in November of 2005.

Beginning at age 5, Hicks was a series regular playing Young Dave on the show “Titus,” which ran for three seasons on the FOX network. He was also a series regular on the Frank Oz directed TV pilot “The Funkhousers,” co-starred on ABC’s “That Was Then,” and was the Discovery Channel’s “The Discovery Kid 2000.” In addition to numerous commercial credits, he has participated in several stage productions in Las Vegas, including playing the title role in “Tom Sawyer.”

Born and raised in Las Vegas, Hicks first knew he wanted to act after seeing the movie Home Alone and began bugging his mother, a nurse, continuously until she let him begin auditioning. His first job was a national commercial for “The Best of Andy Griffith,” in which he played Opie.

Hicks has a 10 year old brother and their pets include 2 dogs and 5 cats, all rescued animals. He has a Black Belt in Tae Kwon Do and has twice been a National Champion. His other interests include skateboarding, rugby, rap, Hip-Hop dance and playing the drums. He is also a fan of the Rolling Stones and David Bowie.

Austin Rogers (Adam Simms)
Eleven year-old Austin Rogers will be seen in the soon-to-be released comedy Blind Guy starring Jane Seymour and Eddie Kaye Thomas. He is also featured in the direct-to-video kids project Undercover Kids. His short film credits include Two Divorced guys in A Bar and Three Body Problem.

Rogers’ television credits include HBO’s “Curb Your Enthusiasm,” “According to Jim,” “Life on a Stick,” and “The Orlando Jones Show.”

Also a singer and dancer, Rogers starred in the leading role of Nick Burns in the play “A Thousand Clowns” at the Norris Theatre in Redondo Beach, CA and has been a recurring soloist with the Calabasas Chamber Orchestra. He has also appeared in numerous local productions at the Performing Arts Center in Tampa.

His commercial credits include national spots for Office Depot, Toyota, Sprint, Six Flags, Holiday Inn, Reynold’s Wrap, and a currently airing hilarious spot for Staples, in which Rogers presses an “easy button” under his school desk.

Rogers read the book How To Eat Fried Worms this year. He has never tried a worm but has eaten beetles and flies, “basically any bug that falls into my pool. They crunch like popcorn.” Rogers lives both in Tampa, Florida with his father and Los Angeles with his grandmother.

Alexander Gould (Twitch)
Twelve year-old Alexander Gould began his acting career at age two with his first speaking role. Since then he has had a successful career on the big and small screens, including providing the voice of Nemo in the hit Disney/Pixar animated feature Finding Nemo. And more recently provided the voice of the title character in the Disney release Bambi II, The Great Prince of the Forest. His other feature work includes the independent film Wheelmen and the Wes Craven-produced suspense thriller They.

Gould has appeared in recurring roles on “American Dreams” and "Ally McBeal" and co-starred in the series "Boomtown." He has guest-starred on numerous critically acclaimed television shows, including "Malcolm In The Middle," "7th Heaven," "Family Law,” “Freaks and Geeks,” and "Even Stevens.” He was also seen in the television movies "The Day The World Ended" and "The Point of Origin."

He can currently be seen as Shane Botwin, the imaginative youngest son of Mary-Louise Parker, in the Showtime series “Weeds.”

Gould, an avid reader, has noted that How to Eat Fried Worms is one of his favorite books. Gould lives with his family – including sisters Emma and Kelly, five dogs, two goats, four horses, one cat and one bunny in California.

Ryan Malgarini (Benjy)
Fourteen year-old Ryan Malgarini charmed movie-goers as Harry Coleman, the quintessential bratty-yet-lovable younger brother in the hit Disney comedy Freaky Friday starring Jamie Lee Curtis and Lindsay Lohan. In 2002, Malgarini filmed his first movie The United States of Leland, portraying the title character as a six-year-old in flashbacks opposite Academy Award-winning actor Kevin Spacey.

Malgarini can currently be seen in the Disney Channel Original Movie Go Figure playing Bradley Kingsford, a gadget-building computer whiz. He has also been seen on the Disney Channel as one of the guest hosts of “Click-it to Pick-it.” Malgarini's segment reunites him with his Go Figure co-star Tania Gunadi. His other television appearances include “Spin City,” “The Gilmore Girls,” and “Malcolm in the Middle.”

A natural comic performer, Malgarini first caught the acting bug observing his grandmother’s involvement in show business. When he was 8 years old, he tagged along to be an extra in another of her commercials and wound up featured in the ad, along with his grandparents, his uncle, and R & B legend Lou Rawls. Other commercials followed, including spots for McDonald's and Washington Mutual Savings Bank.

Malgarini’s interests include basketball, baseball (his grandfather played professionally), skateboarding, magic, and he plays piano and is learning guitar. A born mimic, Malgarini enjoys doing imitations of Jerry Seinfeld, Louie Anderson, and Steve Burns, the peppy host of Nick, Jr.'s Blues Clues. He also enjoys participating in fund-raising events, such as the Variety Club Children's Charity of Southern Nevada Silent Auction and the Ronald McDonald House Walk-a-Thon, which he co-hosted with Anne Hathaway (The Princess Diaries) and Jeremy Sumpter (Peter Pan).

He lives in Las Vegas with his grandparents John and Gloria Malgarini and their rescue-dog Mia. He frequently enjoys spending time with his extended family that live across the country—from Seattle to New York City. He once made a bet that he wouldn’t talk for two days. While extremely difficult for him, Malgarini did follow through…for a day and a half. He has not yet read How To Eat Fried Worms, but he plans to soon.

Philip Daniel Bolden (Bradley)
Ten year-old Philip Daniel Bolden was most recently featured as Kevin Kingston in the hit family comedy Are We There Yet? starring Ice Cube and Nia Long. Philip will be reprising his role in the sequel entitled Are We Done Yet? when filming starts at the end of the summer. He also appeared as Mack Jr. in Johnson Family Vacation opposite Steve Harvey and Vanessa L. Williams. His other film credits include The Animal and Little Nicky. Bolden first wanted to act at age 3 and booked his first job – a movie called Mystery Men - that same year.

On television, Bolden has guest-starred on “According to Jim,” “CSI: Miami,” “Malcolm in the Middle,” and has had recurring roles on both “My Wife and Kids” and “The King of Queens.” He also appeared in the telefilm “Play’d: A Hip Hop Story.”

Bolden, who was born in New Orleans, had a breakout role in a McDonald’s commercial with Kobe Bryant and had a leading role in Macy Gray’s music video “Sweet Baby.” He lives in Southern California with his family.

He is a fan of mystery books and has yet to read How To Eat Fried Worms. He bets his dad when they play video games, but he always wins. Some of Bolden’s favorite activities include football, reading, acting, and listening to soul/R & B music.

Ty Panitz (Woody Forrester)
Ty Panitz decided he wanted to be an actor when he was four years old. Now six, Panitz was recently seen in his feature film debut, as the youngest sibling Ethan Beardsley in the remake of the classic family film Yours, Mine And Ours.

As a baby, Panitz began his career by doing commercials including a stint as the Gerber baby at 9 months of age. His interests include swimming, bike riding, tennis, and football. Panitz is a devout Philadelphia Eagles fan and cried when they lost in the Super Bowl. His favorite songs are The Star Spangled Banner and God Bless America, which he sang for his Woody audition, complete with hand signs.

Panitz lives in Manhattan Beach, CA with his two younger brothers, Parris and Sawyer, and his mother, who read the book How To Eat Fried Worms to him aloud. His favorite book is Where’s Waldo, which was a gift from co-star Hallie Kate Eisenberg.

James Rebhorn (Principal “Boiler Head” Burdock)
Born in Philadelphia, Mr. Rebhorn earned his BA from Wittenberg University and his MFA from Columbia. He lives in New Jersey with his wife and two daughters.

Mr. Rebhorn's impressive list of credits encompasses both comedy and drama. His many film appearances include roles in Meet The Parents, The Last Shot, Far From Heaven, The Talented Mr. Ripley, The Adventures of Rocky & Bullwinkle, Snow Falling on Cedars, The Game, Independence Day, Last Ball, If Lucy Fell, White Squall, Up Close and Personal, I Love Trouble, My Fellow Americans, Guarding Tess, Carlito's Way, Scent of a Woman, Lorenzo's Oil, Blank Check, 8 Seconds, My Cousin Vinny, White Sands, Regarding Henry, Basic Instinct, Silkwood, and Cat's Eye.

On Broadway he has appeared in “Dinner at Eight,” “The Man Who Had All the Luck,” “I’m Not Rappaport,” the Tony Award-winning revival of “Our Town,” and most recently in the long-running hit revival of “Twelve Angry Men.” Earlier, he received a Dramalogue Award for his performance in the LaJolla Playhouse production of “Nebraska.” He played Harvey in “Ancestral Voices” and Captain Anderson in “Far East,” both at Lincoln Center, and has appeared in numerous off-Broadway productions at The Manhattan Theatre Club, The New York Shakespeare Festival, and The Ensemble Studio Theatre, among many others.

He has performed lead roles in a variety of series and TV movies including “The Book of Daniel” with Aiden Quinn, “Third Watch,” “Seinfeld,” “Law and Order,” “Bright Shining Lie,” “Mistrial,” “The Wright Verdicts,” “The Guiding Light,” “I'll Fly Away,” “Sarah, Plain and Tall,” “Kate and Allie,” and Tom Hanks' HBO mini-series “From the Earth to the Moon.”

Kimberly Williams-Paisley (Helen Forrester)
Currently co-starring in the hit ABC Television sitcom “According to Jim,” Kimberly Williams-Paisley first lit up the screen as the radiant young bride in the comedy feature film series Father of the Bride and Father of the Bride Part II.

Currently, Williams-Paisley completed filming Warner Brothers’ We are Marshall, co-starring opposite Matthew McConaughey for director McG. The film is based on the true story of the tragic loss of the Marshall University football team in a 1970 plane crash – and how the school found the strength and confidence to recover and return to glory.

As “According to Jim” enters it’s sixth season, Williams-Paisley continues to evolve in her role opposite Jim Belushi and Courtney-Thorne Smith, and recently added to her versatile and growing credits by directing an episode of the show which aired in February, 2006.

She recently wrote and directed and starred with Patrick Dempsey in the short film Shade, for which she won the Director’s Choice: Outstanding Directing and Acting at the Sedona International Film Festival. She is editing a second short, Numero Dos, which was shot last summer in New Orleans.

Williams-Paisley has also been establishing her creativity outside the performing arena beginning with accomplishments as a published writer for such publications as In Style and Redbook magazines.

Her other credits include the ABC Family Network’s Lucky Seven, and the Lifetime Original feature Identity Theft, on both of which she also served as Co-Producer. She co-starred in The Christmas Shoes for The CBS Network, appeared in ABC’s Relativity, in the NBC mini series The Tenth Kingdom and in the CBS movie Follow the Stars Home.

Williams-Paisley made her Broadway debut in the Tony Award-Winning “The Last Night at Ballyhoo” and has appeared on stage in “The Vagina Monologues,” and in “All in the Timing.” She has also performed on the London Stage in David Mamet’s “Speed the Plow.”

Williams-Paisley is actively involved with the Michael J Fox Foundation for Parkinson’s research, St. Jude Hospital and the XP Foundation.

Tom Cavanagh (Mitch Forrester)
Tom Cavanagh, popular star of NBC’s critically acclaimed series “Ed,” and the more recent CBS/VH1 series, “Love Monkey,” has been working non-stop in both film and television .

He just completed two features, the lead role in a medical thriller called Hospital, directed by Tony Kranz and Cake Eaters, directed by Mary Stuart Masterson. Prior to that he did the Sue Kramer helmed romantic comedy, Gray Matters co-starring Heather Graham and Bridget Moynahan. He also stars with Sally Fields and Ben Chaplin in the upcoming emotional indie film Two Weeks, directed by Steve Stockman.

Prior to that, Cavanagh starred in two independent features. Alchemy is a romantic comedy written and directed by Evan Oppenheimer and was featured in New York’s Tribeca Film Festival. Heart Of The Storm is a taut thriller where Cavanagh, in a distinct departure from his usual persona as an easy-going charmer, plays Simpson, an escaped convict who takes refuge in the home of a mother and her two young daughters while a hurricane rages outside. That film was shown at the Ft. Lauderdale Film Festival in 2004

On the small screen, Cavanagh starred in the ABC’s Christmas movie “Snow;” reprised his popular role as Dan - Zach Braff’s older brother - on “Scrubs;” and played Christine Lahti’s gay, drug addicted brother on the critically acclaimed “Jack & Bobby.”

During his down time from “Ed,” Cavanagh starred as Bobby Strong in the Broadway hit musical “Urinetown,” as well as in Showtime’s multiple Emmy
Award® and Peabody Award-winning movie “Bang, Bang You’re Dead,” for which he was nominated for an Emmy Award®.

Cavanagh was born in Ottawa, Canada, the second of five children. When he was six, his family moved to a small village in the African nation of Ghana. His father set up and education program to train local teachers in modern methods of learning, while his mother taught the village locals. When the family returned to Canada, Cavanagh entered high school in Sherbrooke, Quebec and later attended Queens University in Ontario. There he pursued his growing interest in theatre and music, as well as becoming a class-A athlete, playing both varsity hockey and basketball. He was soon cast in the Broadway revival of the musical, “Shenandoah.” Other stage credits include “Grease,” “A Chorus Line,” “Cabaret,” and “Brighton Beach Memoirs.”

Andrew Gillingham (Techno Mouth)
Eleven-year-old Andrew Gillingham is making his feature film debut in How To Eat Fried Worms.

Gillingham’s first love is baseball, but through constant exposure, his interest in acting is growing. From the age of 1, Gillingham tagged along with his older sister Allison (who began acting at age 4 and is now 14) to her workshops and productions at the Humphreys School of Musical Theatre, the training wing of Houston’s Theatre Under the Stars (TUTS).

He began appearing in small productions such as church Christmas programs and YoungStars productions at the Humphreys School. In the third grade, at age 9, he was cast in TUTS’ major stage production of “Brigadoon” at Houston’s Hobby Center. Following that, the Houston Grand Opera called and asked him to audition for the opera “Salsipuedes”, in which he was also cast.

Gillingham’s commercial credits include a spot for the TUTS production of “Scrooge,” a local spot for Reliant Energy, and national spots for Sprint PCS and RoadRunner. He also guest starred on a local television program called “I Don’t Wanna Grow Up.”

Besides being a baseball fanatic and an Astros fan, Gillingham also loves the WNBA Houston Comets. A Boy Scout since first grade, his other interests include shooting hoops, swimming, and playing video games. His favorite type of music is oldies. An Honor Student, he lives in Houston with his family and their dog and two millipedes.

Blake Garrett (Plug)
Thirteen year-old Blake Garrett appears in a featured role in the independent feature film Little Flower, now making the festival circuit. His TV series credits include the pilot episode of the television series “Inconceivalbe.”

At age 10, Garrett traveled with the arena show “Barney’s Colorful World International Tour.” The tour ran from the fall of 2003 until the spring of 2004 and Garrett starred in the role of Mike, which he also plays in the subsequent video.

Born in Austin, Texas and raised in Edmond where he attends middle school, Blake discovered his love of performing at age 8, appearing in numerous local productions including the leading roles of the Magician in “Aladdin and His Magical Lamp” and as Charlie Brown in “Peanuts: A Charlie Brown Tribute.” Other theater credits include “The Wizard of Oz,” “Annie” and “Grease.” In Los Angeles, he’s trained with coaches from TVI Actors Studio and The Young Performer’s Studio. In Oklahoma City, he’s trained and performed with ACTS Acting Academy, Lyric Musical Theatre Academy and StageStruck Studios.

Garrett’s interests include football, wrestling, wakeboarding, listening to his iPod, and playing video games. He lives in Edmond, Oklahoma with his mother, his younger brother Ryan, their dog, 2 cats, and a snake. Spicy foods are a way of life for Garrett, which he proved by eating wasabi on a dare, shocking his friends who were unaware he actually likes the sweet and sour condiment.

Alexander Agate (Donny Pickett)
Eleven year-old Alexander Agate stars in the upcoming film Half-Life, a story about a boy who uses his imaginative powers to cope with difficulties at home. (His 8 year-old sister Katrina Agate is featured as his friend.) He is also featured in the Sci-Fi mystery Spectres.

Agate got his acting start doing commercials, for companies like Mattel, and civic theater near his home in Southern California.

At age 5, Agate’s mother started him in both Tae Kwon Do and acting so he could interact with other kids, since he is home-schooled. He now has a 2nd Degree Black Belt in Tae Kwon Do. Additionally, he is an aspiring paleontologist/zoologist and enjoys writing stories, reading, and acting.

He read the book How To Eat Fried Worms at age 10 and counts Fire Bringer, The Name of the Game Was Murder, and The Redwall Series among his favorite books.