Erika "Erk" Tansy Adam Hicks as Joe Guire Tom Cavanagh as Mitch Forrester, Billy's father Kimberly Williams-Paisley as Helen Forrester, Billy's mother Austin Rogers as Adam Simms Alexander Gould as Twitch Ryan Malgarini as Benjamin "Benjy" Renfro Philip Daniel Bolden as Bradley Clint Howard as Uncle Ed Simms, Adam's paternal uncle Ty Panitz as Woody Forrester, Billy's younger brother James Rebhorn as Principal Nelson "Boilerhead" Burdock Andrew Gillingham as Techno Mouth Blake Garrett as Plug Alexander Agate as Donny Nick Krause as Nigel Guire, Joe's older brother Andrea Martin as Mrs. Bommley David Bewley as Rob Simon Karen Wacker as Mrs. Simon Simone White as Woody's teacher Jo Ann Farabee as Bait Shop Lady Tom Brainard as Security Guard Tim Mateer as Convenience Store Clerk Production The film began development in 1996 after film rights were acquired by Imagine Entertainment. John August was hired to write the screenplay in his first paid screenwriting job and Thomas Schlamme was attached to direct. They went through four different drafts but neither August nor Schlamme had really connected with each other. Eventually, Bob Dolman was brought on for rewrites. Universal Pictures put the film in turnaround, and Nickelodeon Movies bought the film from them. Schlamme was later replaced with Joe Nussbaum. Eventually, Nickelodeon dropped the film and it remained in development hell until Walden Media came in to finance and produce the film. New Line Cinema entered as distributor and Dolman decided to direct his own script. Shooting began in July 2005. August chose not to acquire a screenwriting credit via WGA rules, as very little of his initial screenplay remained in the finalized product. Differences from the book Though the film and the book share the concept about a bet between boys to eat earthworms, the nature of the situation differs significantly. In the book, the characters consist of four boys who are friends hanging around during the summertime. Billy has to eat fifteen worms in fifteen days, and the terms of the bet are fifty dollars, which he intends to use to buy a dirt bike. Many of the film's subplots, that he is new in school, that Joe is a bully, that Billy has a weak stomach, and that Joe threatens him with a Death Ring, do not appear in the book. Unlike in the film, his parents eventually find out about the bet, which he ultimately wins instead of