omelette and gives it to their principal 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 briefly chasing them for breaking into her bait shop. After Joe cheats in an attempt to keep Billy from eating the last worm, "Worm A La Mud," all of his gang leaves and joins Billy's team. Erika is able to use her archery skills to get the final worm needed to Billy and he eats it before the deadline. Nigel Guire, Joe's brother, tries to bully and humiliate Joe; but Billy and the rest of the gang stand up for him, telling Nigel to leave him alone, and he leaves. After thinking it over that night, Billy returns to school. He explains to Joe that the second worm was eaten by their principal, Burdock, when Adam accidentally put it in his omelet at the Brown Toad. They come to the conclusion neither of them technically won so they both put a bunch of worms down their pants and walk through the hallway. They 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 kids all run outside and celebrate as Billy and Joe both take the worms out of their pants and throw them into the air. Cast Luke Benward as Billy "Wormboy" Forrester Hallie Kate Eisenberg as