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Luke Benward was the lucky cast member, as he got to be in the water during the shooting day as part of the scene. “Blue Hole was awesome! It was so pretty,” exclaims Benward. “The cameras were in the water on platforms and sometimes I would go under the platform and hold on to bars. They had scuba divers who were there just in case you got a cramp or something. They taught me a little bit about scuba diving between scenes.”

“It was difficult just because they had so much energy that just wanted to run in every different direction,” says Bob Dolman. “The kids are really quite amazing and disciplined for 10 to 13 year-old actors. Nevertheless they are kids. When we had all nine of the worm boys in so many scenes, they just had another ideas a lot of time. It was very easy for them to be distracted, just in the ways that boys will be distracted. That I found to be the most exhausting part of directing them.”

Despite the challenges of working with his young cast, Dolman could not have been more pleased with them. “They have a genuineness about them. They don't seem like they are show business kids. They don't seem to have big egos and are very giving to each other. So they come across on camera quite naturally,” reveals Dolman. “As the director, I just tried to keep their natural selves in front of the camera. It wasn't about performing as much as it was just keeping them as genuine as possible, trying to pull forth from them what I already saw in them as people. They all seemed to just be able to act out of their own place, which to me is great acting.”

Austin Diner was the local eatery transformed into The Brown Toad Diner. The art department decorated the interior with thousands of toads and frogs gathered from local bric-a-brac and thrift stores, which the owner of Austin Diner decided to keep when they re-opened for business. On the roof, they placed a giant toad that the special effects department rigged to stick its tongue out, like it was eating flies. Inside the diner, the kids meet Adam Simms’ Uncle Ed, played by Clint Howard.


The production utilized real worms, gummy worms, rubber worms, stunt worms and fake edible worms to play the title characters.


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