11-year-old Billy Forrester, who has a weak stomach and vomits easily, moves to a new town with his parents, Mitch and Helen, and his five-year-old brother, Woody. Billy is concerned about going to school because he will be "the new kid"; his mother assures him that he will make friends and everything will be okay. Billy becomes the target of the school bully, Joe Guire, his two "toaders" Plug and Bradley, and the rest of his gang: Benjy, Techno-Mouth, Twitch, and Donny. Plug and Bradley steal Billy's lunch box. Billy sits behind Erika "Erk" Tansy, an unusually tall girl whom people make fun of. At lunch, Billy opens his
thermos and pours out a pile of live
earthworms. Sickened, he almost vomits. Joe asks Billy if he eats worms. Billy says, "I eat them all the time", then throws a worm at Joe's face. A nerd named Adam Simms worries that Joe will punch Billy with "The Death Ring"; it is rumored that whoever Joe punches with the ring dies in the eighth grade. Joe, Plug, and Benjy catch up with Billy as he heads home. Joe proposes a bet: Billy has to eat ten worms on the coming Saturday without throwing up, or he will have to walk around the school with worms in his pants. Billy accepts, knowing that he cannot back out. The next day, Billy is teamed up with Adam. While the boys cook the first worm "
Le Big Porker" in the park they are chased by a park ranger for using a grill without adult supervision. Adam then takes them to his uncle Ed's restaurant, The Brown Toad, and cooks up the second worm in an
omelet. However, Ed takes the omelet and serves it to a customer, who then eats it. Adam then has to cook the second and third worms again, dubbing the creation "The Greasy Brown Toad Bloater Special" (where he dunks the worms in the fryer and smears
liver juice on them). When Ed discovers the worms, he kicks the boys out of his restaurant. After Billy eats the fourth worm, "
The Burning Fireball", and burns his mouth, Twitch and Techno-Mouth quit Joe's team and become his new best friends. Billy, Techno-Mouth, Twitch, and Adam then go to a
convenience store. They find Adam playing
Dance Dance Revolution, and one of the boys spills his drink, causing the machine to blow up and they get kicked out. At the playground, Billy eats the next three worms, "
Magni-Fried", "
Barfmallo", and "
Peanut Butter and Worm Jam Sandwich". After dinner, the boys go to a bait shop, where Billy eats the next two worms, "
The Green Slusher" and "Radioactive Slime Delight" (where Donny puts the worm in the
microwave), while the owner is out, but her unexpected return leads to her chasing them away. Erk is able to use her archery skills to get the final worm needed to Billy. After Joe cheats in an attempt to keep Billy from eating the last worm, "Worm A La Mud", by throwing into a brook, Joe's gang turns on him and encourages Billy to go after it. Billy manages to do so and eats it before the deadline. Nigel Guire, Joe's 14-year-old brother, tries to bully and humiliate Joe; Billy and the rest of the gang stand up for him, telling Nigel to leave him alone, and Nigel leaves. After thinking it over that night, Billy returns to school. He tells Joe that the second worm was eaten by their principal, Mr. Burdock, when Adam accidentally put it in his omelet at the Brown Toad. Billy and Joe come to the conclusion that neither of them technically won, so they both put a bunch of worms down their pants and walk through the hallway. Billy and Joe are then interrupted by Burdock, who nearly catches them when a worm falls out of Billy's pants, which Joe covers up with his shoe. After Burdock returns to his office, the children all run outside and celebrate as Billy and Joe both take the worms out of their pants and throw them into the air. ==Cast==