No Rating Available

Watch This Review

We hope this review was both interesting and useful. Please share it with family and friends who would benefit from it as well.

Movie Review

Accomplished thief Kevin Caffrey and his partner, Berger, decide to rob the vacant beachfront mansion of Max Fairbanks, a crooked media magnate on the verge of bankruptcy. Little do the burglars know that Max is upstairs having an extramarital tryst with a pinup girl. The wealthy adulterer catches Kevin in the act and, adding insult to injury, robs the robber by telling police that a ring rightfully belonging to Kevin was among the items stolen from him. This means war. The rest of the film revolves around these two prideful grifters trying to out-sting one another.

What’s the Worst That Could Happen? is yet another example of a story with no real hero (though audiences are clearly expected to root for Kevin). Everyone is corrupt. Kevin and Berger are unrepentant thieves. Kevin’s new girlfriend, Amber, sleeps with him just hours after they meet and sees nothing wrong with his career choice (provided he’s always on the level with her). Equally okay with scamming is Berger’s wife, Ann Marie. Another bickering couple with three sons shows up now and then to disable an alarm system or bind and gag the staff at an auction house, making crime a family affair. Kevin’s self-serving uncle Jack fences his stolen merchandise. And they’re the "good guys"!

On the other side of the equation, Max is a lying, philandering, palm-greasing shyster. His Tarot-reading personal assistant, Gloria, lusts after the little toad and tries to keep him out of trouble with his shrewish wife, Lutetia. He’s rendezvousing with Miss September, a bimbo sleeping with Max in exchange for a job as an entertainment correspondent with one of his cable channels. Also in the Max camp are an ethically challenged lawyer and Earl, a shell-shocked security aide with gay leanings. The one law enforcement officer actually trying to administer justice in the midst of Max and Kevin’s feud is the effeminate Detective Tardio, a flamboyant homosexual. In the end, crime pays as everyone gets off scot-free.

positive elements: Acts of kindness and loyalty surface now and then, but noble ends are often justified by criminal means. For example, when Amber is forced to auction a prized painting given to her by her father, Kevin sees how upset she is and steals it back for her.

spiritual content: Gloria is basically a secretary/fortune teller who uses Tarot cards and other means to advise Max. Max looks for answers in the cards as well. There’s talk of "lucky" rings and watches.

sexual content: Max has a series of flings with Miss September behind his wife’s back (at one point the buxom girl is shown in a very low-cut outfit). Kevin and Amber meet each other one morning, are in bed by afternoon, and she moves in with him almost immediately. Kevin’s history of promiscuity is discussed with a certain reverence. Crass comments are made about sex, porn and anatomy. A brief flashback shows Max and Gloria having sex in an elevator. The pair also get into a clinch on a sofa. Tardio makes lustful comments about a gentleman officer. Mistakenly thinking that Max is propositioning him, the closeted Earl reveals his homosexual preferences.

violent content: Men grapple with each other. While playing tennis, Max intentionally slams a wicked forehand into an opponent’s crotch. Max gets slapped for being disrespectful to a woman. An old lady sprays mace in the faces of several men. Characters brandish guns, though no one gets shot.

crude or profane language: For this reason alone, What’s the Worst That Can Happen? should have received an R rating. Two blatant f-words are joined by 10 more that, while partially bleeped, leave absolutely nothing to the imagination. Characters extend their middle fingers in a related obscene gesture nearly a dozen times. This may be the worst case ever of filmmakers obeying the letter of the MPAA’s unwritten "f-word law" (that a maximum of two can appear in a PG-13 film) while finding a way of abusing the obscenity within the bounds of a PG-13 rating. Reprehensible. Altogether, there are more than 100 profanities, obscenities, blasphemous invocations of God’s name and uses of sexual slang.

drug and alcohol content: Viewers are exposed to numerous instances of alcohol use (no drunkenness). Max puffs on cigars.

other negative elements: There’s a crude scene involving flatulent poodles. Max feeds his ego by insulting people and making their lives miserable ("I don’t have coronaries; I give ‘em"). Crime pays. Before the end credits, Kevin and Max develop a mutual respect that leads them to help each other avoid consequences for their illegal behavior.

conclusion: This comedy has some funny moments, but they get lost in a sea of ignobleness. The movie tries to pass off antiheroes as people we should root for, making excuses for poor character by painting the antagonists as being just a little bit worse. It’s moral relativism in action. Comparing his and Kevin’s pilfering to Max’s shady multi-million dollar deals, Berger defends their thievery by stating, "At least we’re up front about it." Yeah. Like that makes it a whole lot better. I don’t remember Exodus 20 putting qualifiers on "Thou shalt not steal." Beyond making wrong seem right (or at least permissible), the film puts a heavy emphasis on sexual humor and really stretches the PG-13 rating with raw language. What���s the worst that could happen? Families could wander into this dud unaware of its corrupt content.

Positive Elements

Spiritual Content

Sexual Content

Violent Content

Crude or Profane Language

Drug and Alcohol Content

Other Negative Elements


Pro-social Content

Objectionable Content

Summary Advisory

Plot Summary

Christian Beliefs

Other Belief Systems

Authority Roles



Discussion Topics

Additional Comments/Notes

Episode Reviews




Readability Age Range



Martin Lawrence as Kevin Caffrey; Danny DeVito as Max Fairbanks; John Leguizamo as Berger; Glenne Headly as Gloria; William Fichtner as Detective Alex Tardio; Carmen Ejogo as Amber Belhaven; Bernie Mac as Jack; Nora Dunn as Lutetia Fairbanks; Larry Miller as Earl Radburn; Richard Schiff as Walter Greenbaum; Ana Gasteyer as Ann Marie





Record Label



In Theaters

On Video

Year Published



Bob Smithouser

We hope this review was both interesting and useful. Please share it with family and friends who would benefit from it as well.

Get weekly e-news, Culture Clips & more!