"HOW TO EAT FRIED WORMS" — ** 1/2 — Luke Benward, Adam Hicks, Hallie Kate Eisenberg; rated PG (violence, vulgarity).

You can have your worms in an omelet, or whipped into a smoothie.

You can fry 'em in lard, dip 'em in hot sauce or toast 'em with a magnifying glass.

Pop them in the microwave, or down them sashimi style, no flames required.

But eat them you will, or you'll be wearing them in your pants at school the following Monday.

"How to Eat Fried Worms" could be the ultimate 11-year-old boy's movie, a little cruel, a little gross and a lot funny. It's not highbrow comedy. But then, 11-year-old boys are not exactly "Masterpiece Theatre" material.

The movie based on Thomas Rockwell's book is about Billy, played by the adequate-and-no-more Luke Benward, a new kid at school who runs afoul of the fearsome bully Joe Guire (Adam Hicks, not particularly fearsome). Joe has a "death ring" he punches his victims with, one that won't kill them right away, "but in the eighth grade, so no one can prove it."

When Joe and his flunkies fill Billy's thermos with worms, Billy tries to stand up for himself. Yeah, I eat worms all the time, he says.

No, ya don't, says Joe.

Do too.

Not.

Do.

A challenge. Joe decrees that Billy must down 10 worms the following Saturday, with witnesses, and not throw up. If he does, it's worms in his pants at school. Billy, not much of a negotiator, fires back that if he does eat the worms, Joe has to stuff his pants.

Problem: Billy has the weakest stomach in fifth grade. His booger-factory brother Woody (Ty Panitz, simply hilarious) can make him queasy. He gets carsick. And airsick. And, you get the picture.

Billy's allies in this are the picked-on tall girl, Urk (played by veteran child actress Hallie Kate Eisenberg) and assorted other victims of Joe's bullying.

Thus, we spend an epic Saturday, hurtling without hurling from picnic grille to greasy spoon, blender to microwave, as Joe and his minions try and try again to get the new boy to barf. With every worm turned, Billy, a k a "Worm Boy," gains status and Joe loses face.

Writer-director Bob Dolman ("The Banger Sisters") keeps the pace lively and the movie sprightly as he bounces from worm-dish to worm farm, with animated interludes between courses.

But the movie is limited by its story, its themes and its cast. It doesn't have much to do with Urk, who is plainly more mature, smarter and deserving of better friends than Billy, who lets the same peer pressure that he's fighting persuade him to shun her. Walden Media, the producers of this as well as "Because of Winn-Dixie," "Hoot" and "Chronicles of Narnia," is striving to make good movies for kids. But they seem to have a knack for hiring cheap, low-skilled child actors. The grownups (Tom Cavanaugh is dad, Kimberly Williams-Paisley is Mom) are barely in the background, though there's a nice parallel story about dad facing his own "new kid" issues at work.

Lots of positive messages in between the worm-burns, about not just vanquishing a bully but trying to win him over, about confronting your fears, about prepping for an appearance on "Fear Factor."

"Fried Worms" is a "Hoot" with more laughs, funny enough, so long as you don't consider the worm's point of view.

"I wonder what he's thinking," one little creep muses as a worm sizzles in the microwave.

Careful, sonny. That's vegetarian talk.

"How to Eat Fried Worms" is rated PG for mild bullying and some crude humor. Running time: 85 minutes.