Grade: B-

For the first ten minutes or so Bob Dolman’s live-action take on Thomas Rockwell’s much-cherished children’s book is pretty terrible. It begins with a grotesque animated credit sequences spotlighting young Billy Forrester’s propensity to throw up under almost any circumstance, and in the initial scenes the kid himself, now played by Luke Benward, comes across as a pretty irritating tyke and his parents–his mother (Kimberly Williams-Paisley) and especially his father (Thomas Cavanagh)–as rather insipid.

Mom and Dad don’t improve much over the succeeding eighty minutes (they remain the clueless, if well-intentioned, boobs that parents in such movies always are; among other things, they leave their five-year old son alone with his eleven-year old brother for a full day–charges of child endangerment, anyone?). But Benward’s Billy does; and the initially hostile troupe of classmates he encounters at the local elementary school do, too–so much that by the close you and your kids will probably have enjoyed spending some time with them all. That’s despite the fact that though the message Rockwell means to convey about overcoming your fears, finding friendship in unlikely places and empathizing with others is all well and good, some of the particulars the story uses in the process of delivering it may strike you as more than a trifle irresponsible. (Kids are, after all, shown here exploding worms in a microwave, playing with stoves and barbecues, and breaking into a woman’s house. All, happily, without either injury or consequence.) And any movie that features Clint Howard (admittedly in a small role as the operator of a dismal diner) has something to apologize for.

Setting aside those caveats, however, “Fried Worms” is an engaging, affectionate adaptation of Rockwell’s book–old-fashioned in its approach, to be sure, but certainly better than Dolman’s previous picture “The Banger Sisters,” about adults but much more puerile than this one. In the simple story, Billy is the new arrival in the neighborhood, and as a result the target of campus bully Joe (Adam Hicks). As a result of an incident involving some worms in the cafeteria, despite his notoriously queasy stomach Billy accepts Joe’s bet that he can eat no fewer than ten of the slimy things on the upcoming Saturday, fried up in various unpalatable ways by the bully’s pint-sized but inventive chef Benjy (Ryan Malgarini). Each of the rivals has followers. Billy’s initially include only sad-faced, put-upon Adam (Austin Rogers), whom Joe’s already humiliated, and tall, self-possessed Erika (Hallie Kate Eisenberg), who’s continuously appalled at the foolishness of boys but willing to babysit Billy’s little brother Woody (Ty Panitz) while he chomps down those nightcrawlers. Joe, on the other hand, has a substantial posse–Twitch (Alexander Gould), Bradley (Philip Bolden), Techno Mouth (Andrew Gillingham), Plug (Blake Garrett) and Donny (Alexander Agate)–until some start defecting to Billy as the day wears on.

The picture works fairly well (that is, about on the level of a Disney live-actioner from the fifties) not just because Dolman keeps things moving along agreeably, managing to camouflage the more unappetizing elements while still keeping it all childishly gross enough to please adolescent boys, but because he proves deft at extracting nice–if very broad–performances from his young cast. Benward effectively carries the picture as Billy, becoming a winning presence after the script dispenses with all the character’s throwing up, and Hicks is able to give the bully Joe a hint of poignancy that pays off at the end, when the two join forces. The other boys are well differentiated and likable, while Eisenberg gives the sole girl in the ensemble a pleasantly laid-back, comparatively grown-up feel. Among the adults Cavanaugh and Williams Paisley are more than a trifle bland (though Dolman tries to give the dad some shading), but James Rebhorn cuts an amusingly stern figure as the officious school principal. Andrea Martin, from SCTV, shows up briefly as the kids’ nincompoop teacher; her extreme shtick seems a bit out of place here. Technically the movie is no great shakes, but Richard Rutkowski’s widescreen cinematography is fairly clean, and the score by Mark and Bob Mothersbaugh is perky without becoming grating. The periodic animation, however, is mediocre.

For the record, a half-hour animated adaptation of Rockwell’s book was made for television back in 1985. It’s pretty much forgotten nowadays, and Dolman’s version supplants it completely. This “How to Eat Fried Worms” is a considerably more digestible serving of children’s entertainment than you might expect.