What's the Worst That Could Happen?

For the 2009 climate change book, see Greg Craven (activist).
What's the Worst That Could Happen?

Theatrical film poster
Directed by Sam Weisman
Produced by Lawrence Turman
David Hoberman
Ashok Amritraj
Wendy Dytman
Screenplay by Matthew Chapman
Based on What's the Worst That Could Happen?
by Donald E. Westlake
Starring Martin Lawrence
Danny DeVito
Music by Tyler Bates
Cinematography Anastas N. Michols
Edited by Garth Craven
Nick Moore
Turman-Morrisey Company
Hyde Park Entertainment
Distributed by Metro-Goldwyn-Mayer
Release dates
  • June 1, 2001 (2001-06-01)
Running time
94 minutes
Country United States
Language English
Budget $60 million
Box office $38,464,131

What's the Worst That Could Happen? is a 2001 American comedy film directed by Sam Weisman and starring Martin Lawrence and Danny DeVito. Loosely based on the book of the same name by Donald E. Westlake, the film's supporting cast includes John Leguizamo, Bernie Mac, Larry Miller, Nora Dunn, GQ, and William Fichtner.

Upon its release on June 1, 2001, the film was a commercial disappointment as it brought in only $38,464,131 worldwide on a $60,000,000 budget.


Kevin Caffrey, a thief and connoisseur is at a local auction looking for things worth stealing. He meets Amber Belhaven who is auctioning off her father's painting to pay a hotel bill. When Kevin asks Amber about her hotel room which leads to Amber asking if he was trying to sleep with her, Kevin blinks rapidly and lies while also telling her that when he blinks he lies. When Kevin asks Amber if he could see her sometime Amber pretends to have the same thing Kevin has and says yes. While knowing what hotel she was staying in, he shows up to her room with the painting she auctioned off, having stolen it. Kevin tells Amber about his stealing business which shocks Amber at first but she accepts it in order to be with Kevin, and she later gives Kevin her father's lucky ring.

Elsewhere, Max Fairbanks, a snarky businessman whose company, TUI, is going into bankruptcy, is going over with his lawyer Walter Greenbaum on how to save his company. Walter is exhausted as Max does not take the proceeding seriously and still spends freely even asking to declare bankruptcy immediately without trying to budget so his assets are protected. He tells his wife Lutetia Fairbanks that his company is in a technical procedure to disguise what his company is really going into. Kevin goes to a local bar in which his Uncle Jack owns to see Amber. Whilst inside he also runs into his friend Berger, who is also a thief and happens to know what places to hit. While having Kevin going outside to tell him about Max Fairbanks, he shows him an article about Max's current situation with his company, as well as what he couldn't access due to the critical condition of the chapter 11 bankruptcy code which includes going into his Beachfront mansion.

Kevin and Berger go to the house to rob it, but Max captures Kevin. Before the police take Kevin away, Max spots Amber's ring and tells the police that the ring was also stolen. Kevin is forced to hand over the ring. After escaping from the police, Kevin returns to the beach house to get his ring back from Max, but fails to find him. Angry at Max, Kevin finishes off what he started by robbing Max of the valuables inside the house and one of Max's three cars outside. Kevin tells Amber that the ring was stolen from him.

The next day an exhilarated Walter informs Max he was banned from his summer house breaching the terms of his bankruptcy. Max flippantly says he"ll be ok as the ring is his lucky charm. Meanwhile, Kevin and Berger hire Shelly Nix, a computer hacker, to track Max's whereabouts by e-mails. During an airplane flight, Max talks to his associate Gloria, a psychic, about the ring. Gloria consults her cards, and draws a king with five daggers on his head. Shocked at the result, Gloria doesn't tell Max what she drew and pretends that she breaking up. Max meets a judge that he thought he paid off to keep his house, but his insults lead to the judge ordering him to sell his house & his contents at a public auction.

Upon knowing Max's plan to go to a cocktail party and then head to his beach house for one final visit, Kevin and Berger with the help of his partners Windham and Edwina rob Max's house. The next morning Max finds out that his house has been robbed and meets with Detective Alex Tardio of the Robbery Division. Having enough of Kevin stealing from him, he calls his Head of Security, Earl Redburn.

Kevin finds out from Shelly that Max is going to Washington, D.C., for a Senate hearing and has an apartment there. Kevin and Berger go to Washington to Max's apartment. There, Kevin learns that Max intends to secretly bribe the senators, and replaces the bribe money with insulting notes in Max's name. Max and Earl later storm into the apartment, having deduced Kevin's presence there. In the ensuing scuffle, Kevin tries to steal back the ring, but instead steals Max's wedding ring. Amber decides that Kevin's feud with Max has gone too far and no longer cares about the ring. While Max later addresses the Senate Committee he gets a call from Kevin who tells him that if Max will give him his ring back he will give him back his. Max refuses and proceeds to repeatedly curse at Kevin. To the senators, and other viewers, it appears he is speaking to them, with the result being that the hearing ends very badly for Max. While going back to his apartment back in Philadelphia, Walter quits being his Lawyer and Earl tells him that he was hacked, Max tells Earl his plan to get Kevin once and for all.

Kevin goes to Jack to find out where Amber is, Jack tells Kevin to stop robbing Max out of personal conflict and to forget about the ring. But when Berger tells Kevin about Max's bankruptcy auction and for how much his auction full of valuables is worth, Jack wants in on it too. Max gets a call from Lutetia about Max's behavior on TV, and tells him not to come home, while Amber breaks up with Kevin due to his obsession with Max and the ring. Lutetia finds Amber at Jack's bar wearing a jacket of hers that Kevin stole from their house and confronts her, Amber tells her that Max stole the ring she gave to Kevin. Knowing that they now have the same situation, they come up with a plan.

Gloria, thinking about Max, still draws the same card and decides to come clean. Noticing how bad it is, she tells him to put an end to it, but Max still refuses to give up Kevin's ring. Realizing Max's arrogant determination to keep the ring, she quits being his associate, and goes to Tardio to give him Max's company records.

At the bankruptcy auction, Lutetia tells Max that she wishes him well and sends him a masseuse. While Earl keeps looking out for Kevin through his monitors, Berger, Jack, Windham, and Edwina set their scheme in motion. Edwina and Windham are disguised as waiters, with the real waiters bound and gagged in their truck. Berger is disguised as the auctioneer, while Jack is his associate, having tied up and gagged the original auctioneer. Shelly hacks into Max's security system. The crooks steal as much as they can, and later flee. Windham plants smoke bombs to obscure their escape and calls the fire brigade. At 2:00 Shelly plants a video of Kevin delivering a message to Max that he was being robbed without him being there on Earl's monitors.

Angry and enraged, Max goes out into the smoke to find Kevin, but a firefighter, actually Kevin in disguise, drags him out of the smoke, stealing the ring in the process. Kevin steals Max's boat to escape, but Max jumps onto the boat and struggles with Kevin to get back the ring. While hitting a buoy, causing the boat to sink, Kevin and Max find out that the ring is a fake, the ring having an inscription inside it that said: "Grow up." a message that they both got from their lovers. Max realises that Lutetia had induced the masseuse to steal the ring during his massage.

When Tardio finds Max and Kevin, Kevin tells Tardio that he was saving Max, while Max tells Tardio that he never met Kevin. Kevin thanks Max and tells him that he owes him one. While going back to the hotel where Amber used to be before she moved in with Kevin, she shows him the ring, revealing that she was the masseuse. She tells Kevin that the ring had bad luck and that he should throw it away. Kevin agrees and flings the ring out of sight and gets back together with Amber. Max and Kevin, who is pretending to be his lawyer, fixes the Senate hearing and goes into the press conference victorious. When it is over, Max and Kevin part ways, but as they do so, Kevin steals one of Max's watches.



Critical reception

What's the Worst That Could Happen? currently holds a 10% "rotten" rating on review aggregation website Rotten Tomatoes based on 98 reviews, with an average rating of 3.5 out of 10, and the site's consensus stating: "The talented cast is squandered by an uninvolving script filled with unfunny gags."[1] Another review aggregation website Metacritic, which assigns a normalized rating out of 100 from top mainstream critics, calculated a score of 37 based on 28 reviews.[2]

Roger Ebert of the Chicago Sun-Times gave the film an unfavorable review, stating that there were "too many characters, not enough plot, and a disconnect between the two stars' acting styles". Lisa Schwarzbaum of Entertainment Weekly also gave the film a negative review and said, "Maybe the worst thing that can happen is that every other movie at the multiplex will be sold out this weekend."[3]

Kevin Thomas of the Los Angeles Times gave a mixed review and said, "Laborious in the unfolding of its plot, and under Sam Weisman's brash direction the unbashed amorality of the material is crass rather than sly in tone".

However, some positive reviews came from Chris Kattenbach of the Baltimore Sun and Mike Clark of USA Today.

Box office performance

The film had $13,049,114 during its opening weekend, and ranked #5 at the box office. It was released in 2,675 theaters, and grossed $4,878 average. At the end of its theatrical run, What's the Worst That Could Happen? has grossed $32,269,834 in the domestic market along with $6,194,297 in the foreign market for a worldwide total of $38,464,131. Therefore, the film was a box office flop, failing to recover its $60 million budget.


A soundtrack containing hip hop and R&B music was released on May 21, 2001 by Interscope Records. It peaked at 38 on the Billboard 200 and 6 on the Top R&B/Hip-Hop Albums.

Marc Shaiman, who wrote the score, told Playbill magazine that the "worst job" he ever had was "scoring a hideous movie called What's the Worst That Could Happen? I'm not kidding."[4]


  1. "What's the Worst That Could Happen?-Rotten Tomatoes". Retrieved February 28, 2015
  2. "What's the Worst That Could Happen? Reviews-Metacritic". Retrieved February 28, 2015
  3. http://www.ew.com/ew/article/0,,128519,00.html. Missing or empty |title= (help)
  4. Hernandez, Ernio (13 Dec 2006). "PLAYBILL.COM'S CUE & A: Marc Shaiman". Playbill. Retrieved October 26, 2012.
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