14 min read

When the cat’s away, the rats will play. 


  • The movie Willard is the 2003 remake of the 1971 classic by the same name.
  • The 1971 Willard spawned a 1972 sequel titled Ben.
  • The basis for these films was the 1969 novel Ratman’s Notebooks by Stephen Gilbert.
  • 1971 Willard was an early cinematic example of swarming voracious rats as a threat to humans. These movies could have influenced the creation of characters like DC’s Ratcatcher and TMNT’s The Rat King, among others.
  • This article has S P O I L E R S about the movies.
  • This article has pictures of rats.



  • Real Name: Willard Stiles.
  • Other Aliases: Clark (only by his mother).
  • Known Relatives: Alfred Benjamin Stiles (father, deceased), Mrs. Stiles (mother).
  • Group Affiliation: None.
  • Base of Operations: Family home in Brooklyn, NY.
  • Height: 6’1″ (1.85 m). Weight: 165 lbs. (75 Kg.).
  • Eyes: Blue. Hair: Black.

Powers & Abilities

Willard inherited his mother’s knack. She always had the strange ability to smell and hear rats and mice.

Thus, Willard has a strong bond with muridæ. He can command rats to perform specific actions, and they do it to the best of their ability.

Ben and Socrates

The stories features two rats with personalities of their own.

  • Socrates, a white rat, was Willard’s first rat. He was dominant over the other rats, second only to Willard himself. Socrates became for Willard a shining light in his depressive, dark world.
  • Willard once thought he could no longer care for the rats. Thus, he instructed them all to instead follow Ben, a giant Gambian Pouched Rat  . So, Ben became Willard’s ally but also his rival. Willard never regained full control of Ben, or the rats, after that.

Willard (2003 rat movie with Crispin Glover)


Willard Stiles lived with and cared for his invalid mother. But there was a rat infestation in the basement of their large family home.

The neighbors had moved out and the replacements were remodeling, stirring up the rats. Willard set many traps.

But though all were sprung, not one rat had been caught.

Job trouble

Willard worked for an old friend of the family, Frank Martin. After Martin took over management of the plant, he promised Willard’s father he would always care for both Mrs. Stiles and her son.

But though his father had built the plant, Willard was a simple employee. And his position wasn’t a secure one.

Willard arrived late to work, again, and found a woman sitting at his desk. Mr. Martin explained that Willard had fallen more than a week behind processing purchase orders.

Willard promised to catch up, but that would not happen.

Willard (2003 rat movie with Crispin Glover) childhood photo with father

Willard as a boy, with his father and Mr. Martin.

It’s a rat race

Since the traps had failed, Willard tried adhesive pads. A white rat did get stuck.

However, Willard found he couldn’t go through with killing it. Instead he released it and made a pet of it. He named it Socrates.

Willard returned Socrates to the basement unharmed. He then began feeding the rats. Socrates came out of hiding looking for more food.

Willard took this as an act of friendship and acceptance. He would keep his rodent friend with him, even sharing his bed and carrying it in his coat pocket.

Increasingly mired

Because of his mother, the rats, or perhaps his own fear, Willard continued to disappoint Mr. Martin. Frank Martin’s abuse of Willard grew. He locked Willard inside the freight elevator, belittling and humiliating him in front of co-workers.

Martin also boasted of his own success. Telling everyone about his new expensive car while glaring at Willard.

At home, Willard sat whimpering in the basement, experiencing unrelenting anxiety. Then, a strange thing happened.

You and what army

Socrates attacked the rolled up paper Willard had been absent mindedly exerting his frustrations upon. Other rats joined in shredding the paper.

The more Willard demanded the rats tear at the paper the more aggressive they became.

Then he noticed a huge rat, which he named “Big Ben” (no relation). Ben was about four times larger than the other rats.

Willard began to train the rodents. They instinctively understood and obeyed his voice. Ben proved to be the only rat who would rebel against Willard’s commands.

Despite all my rage…

Back at work, Willard was docked a week’s pay for showing up late again. That night, as revenge, Willard released his new friends outside Mr. Martin’s home.

They bore a hole through Martin’s garage door and destroyed the tires on his brand new car. For once, Willard felt a sense of power. The next day, it was Mr. Martin who was humiliated having to take the bus.

The rat population in Willard’s basement exploded, causing a financial strain. Willard couldn’t feed them all. Thus, he made a fateful decision. All the rats would follow Ben as their leader.

Willard believed Ben would take the rats some place safe. But Ben had other plans and didn’t leave.

Willard (2003 rat movie with Crispin Glover) looks creepy at the shop

… I am still just a rat in a cage

Instead, Ben moved all the rats upstairs. They began eating everything in sight. When Willard arrived home, he discovered his mother dead on the basement stairs, a look of terror on her face.

With Mrs. Stiles gone, Mr. Martin felt that his obligation to secure Willard’s position at the company was over.

Willard was alone with the rats. At his mother’s funeral, he learned that his parents left him unpaid debts. He would likely lose his home.

When Willard arrived home from the funeral, the rats were upstairs again. Cathryn, a sympathetic co-worker, dropped by with a gift during his time of grieving.

Ironically, the gift was an orange tabby named “Scully”. Willard put the cat in the house and it fought for its life – but survived less than a minute.

You dirty rat

Recalling that his father had committed suicide with his pocket knife, Willard considered doing the same thing. But Socrates stopped him.

The rivalry between Willard and the rat Ben continued. Willard tried to kill Ben with a walking stick, but Socrates shamed him into apology.

In the morning the walking stick was chewed to bits and placed where Willard would see it. Ben was not the forgiving sort.

The next day at work, Willard was terminated – and his rat Socrates discovered in a supply closet. Frank Martin killed Socrates with Willard helplessly standing by.

Willard (2003 rat movie with Crispin Glover) cluttered attic white rat

You dirty, double-crossing rat

This was a turning point for Willard. He was now ready to take his revenge to the next level.

Willard gathered rats in suitcases and went back to the office at night. He commanded the rats to kill his boss Frank Martin.

Then he used a pesticide gas to kill all the rats in his place, presumably to hide the evidence.

After that, Willard sealed every conceivable entrance to his house. The rats would not come upstairs again.

The vermin shall inherit the Earth

Police came by Willard’s home the next day. But his anxiety would not allow him to answer the door.

Willard’s mind began to unravel. He relived the death of the many rats downstairs and the death of Socrates over and over. He stood in place for nearly eight hours.

His trance finally broken by Cathryn’s knock at the door.

She used his bathroom, inadvertently giving the rats access to the upstairs again. Ben, now in control of a huge swarm, seized on the opportunity. Willard faced off with Ben, after begging it to leave – then trying to bribe Ben with food. Ben sent the rats after Willard.

Willard fought for his life against Ben and the rat swarms. He eventually killed Ben, but found himself placed in an insane asylum by authorities.

Willard (2003) Trailer

The 1971 version of Willard and its 1972 Ben sequel

Willard (1971) is the one starring Bruce Davison as Willard, and Ernest Borgnine as Martin. In this version we learn Willard’s age is 27.

Ben (1972) focuses on Ben as leader of the rats, what he does to save his own kind, and his relationship with a boy named Danny.

Differences between the new and old

Willard (1971 version)

  • Willard’s Occupation is Cashier.
  • His first rats were a pair. A white rat named Socrates and a brown rat named Queenie.
  • There were some minor name changes. Instead of Cathryn it’s Joan, and the cat’s name is Chloe not Scully.
  • There is a scene where a wealthy business partner of Martin’s openly talks about a trip to Europe and flaunts his money. Willard takes his rats into the man’s home by night and steals enough money to pay the taxes on his home. Though he isn’t caught, the paper reports about the burglary and the rats.
  • Willard states Martin killed his father. Perhaps referring to Martin pushing him to commit suicide.
  • Willard drowns all the rats that killed Martin instead of using a pesticide gas.
  • In both versions Willard battles Ben in the end. In the 1971 version, Ben comes out on top, commanding the other rats to attack and kill Willard.

Ben (1972)

Ben hides all his rats in the walls of Willard’s home during the murder investigation. Ben seems much more intelligent in this film. He eavesdrops on the detectives covering the case.

Willard had left behind a diary with a detailed account of the events in the first movie.

The rats were discovered by a loan officer. Ben ordered them to swarm him. Moments later he was dead.

The police decided to have an exterminator gas the whole house. Overhearing their plan, Ben ordered his rats out of the house and into the sewer.

Danny is a boy musician and marionette master. He befriends Ben and helps him, even giving Ben advice. More of an E.T. moment as Ben gains sympathy.

With mounting evidence and sightings of Ben’s rat swarms in the city it isn’t long until there is a climactic battle to the end in the sewers of the city! Ben survives the film, perhaps the only rat to survive.

(In the movie’s score, “Ben’s song” is performed by a young Michael Jackson.)

Michael Jackson sings “Ben”


Willard wears light grey or dark business suits with a tie and leather shoes.

He’s always clean shaven and parts his neatly trimmed hair in the middle.

Willard isn’t unattractive. But his piercing eyes and pointed nose, along with his strange demeanor, make him creepy.


Having grown to adulthood but never leaving his parents’ home, Willard feels trapped. His father had died, and his mother needed twenty-four seven in-home care.

Willard was overwhelmed by the burden of taking care of the house, his discontented mother – and trying to live up to the example set by his father, a successful business man. He constantly felt inadequate.

He desires the love and pride of his mother, which he never gets. She demeans him at every turn.

Broken man

Around others Willard is extremely insecure and introverted. He always looks down, stares at his shoes and has trouble standing up for himself. He’s easily shaken, and makes nervous gestures like squeezing his suitcase handle tightly.

When he can’t run away from a problem or feels strongly something is unfair he will be literally shrieking. His face will freeze in permanent pain and he’ll cry helplessly throwing himself around.

Finally, he’ll succumb to frantically begging.

Overall, Willard is quite pathetic. Until, he finds his power and friendship with rats.



Willard’s mother: “It’s my fault your life was wasted. Willard. What an awful name, Willard. If you’d had a stronger name, that Frank Martin wouldn’t push you around. Or maybe you would’ve found a girlfriend if you had a more handsome name. Mark or Kyle. Clark. Willard, from now on your name’s Clark. Good night, Clark.”

“You teach them. They listen to you, Socrates.”

“Tear it. Tear it. Tear it up.”

“I miss my mother but Socrates, if you ever died…” (A ragged breath) “You’re the only friend I ever had.”

“He has to learn. I am the boss !” (Talking to Socrates about Ben)

(After Socrates was killed by Frank Martin) “What could I do ? What could I do ? What CAN I do ?” (Then looking at Ben) “What can WE do ?”

Willard: “Mr. Martin, you stole this business from my father. It killed him and it killed my mother and now you’re trying to kill me.”
Mr. Martin: “No, that’s not…”
Willard: “YOU, never left me alone for a minute. You made a fool of me in front of everybody and now you’re trying to take my house ! You made me hate myself. I thought a lot about it, hating myself. Well, right now, at this moment, I like myself. You ! Killed ! Socrates !”
Mr. Martin: “Who the hell is Socrates ?”
Willard: “He was the only friend I ever had !”

“I hate you, Ben ! I loved Socrates but I hate you !”

“In !” (Ordering the rats into his bags)

“Out !” (The rats storm from his side turned bags)

Willard (1971 rat movie with Bruce Davison) office

The 1971 version of Willard, played by Bruce Davison.

DC Universe Adaptation

(This section proposes ways of using this character in DC Universe stories).

“Ben’s Brood”, sounds like a good title for the next movie. You would have to work with the endings so that Ben survives and since it’s a giant sized rats its children would be too. A swarm of rats, each the size of house cats.

Willard at the end of the film is biding his time in an insane asylum. All he needs is an opportunity to get out and start over.

DC Heroes RPG


A 121 points Character (Without Socrates).

Dex: 02 Str: 02 Bod: 02
Int: 03 Wil: 03 Min: 02
Inf: 02 Aur: 02 Spi: 02
Init: 007 HP: 005


Analytical Smell/Tracking Scent: 03, Animal Control: 01, Broadcast Empath: 01, Speak with animals: 02, Super Hearing: 03

Bonuses and Limitations:

All powers can only be used related to rats and mice (-1 FC).


None demonstrated.


Expertise (Data entry), Headquarters (Expansive – Stiles Family Home), Pet (Socrates, note that the other rats are not pets).




Serious Psychological Instability (Anxiety and self-loathing), Socially Inept (Minor).




Desk job at Martin Stiles Manufacturing.



Socrates the rat

A 111 points pet.

Dex: 03 Str: -05 Bod: 01
Int: 02 Wil: 02 Min: 01
Inf: 02 Aur: 01 Spi: 01
Init: 007 HP: 000


Analytical Smell/Tracking Scent: 06, Claws: 01, Extended Hearing: 02, Hypersensitive Touch: 05, Shrinking: 07, Super Hearing (Ultrasonic only): 05, Ultra Vision: 02

Bonuses and Limitations:

  • Shrinking is Always On and already figured (-1 FC).
  • Super Hearing picks up high frequencies, not low ones (-1 FC).


Acrobatics (Climbing, Dodging): 03








Willard’s will.

Willard (2003 rat movie with Crispin Glover) Ben the gambian pouched rat

Ben the giant rat.

Ben the rat

Ben is not Willard’s pet.

Dex: 03 Str: -04 Bod: 01
Int: 01 Wil: 02 Min: 01
Inf: 01 Aur: 01 Spi: 01
Init: 005 HP: 002


Analytical Smell/Tracking Scent: 06, Claws: 01, Extended Hearing: 02, Hypersensitive Touch: 05, Shrinking: 06, Super Hearing (Ultrasonic only): 05, Ultra Vision: 02

Bonuses and Limitations:

  • Shrinking is Always On and already figured.
  • Super Hearing picks up high frequencies, not low ones.


Acrobatics (Climbing, Dodging): 03








Power Lust

In the movie Ben

In the 1972 Ben film, raise Ben’s INT to 03, add Thief (Stealth): 04, Initiative 007, Hero Points: 005.

He also understands English.

Since this version of Ben is a normal-sized black rat, reduce STR to -05.

Ass Animal Control: 01, since the new set of rats in this movie would not have been influenced by Willard’s power commanding them to obey Ben.

Rats and rat swarms

For the other rats, see our Animals File.

The rats obey Willard because of his powers but they will also follow Ben or even act on their own when commands are not given.

Per the Animals File:
Rats moving in swarms. Nine or more rats receive a Team Attack bonus of -4 OV. If attacking more than one opponent, they may use this bonus to make more effective Multi-attacks.

Rat swarms are also discussed in the Ratcatcher (Otis Flannegan) character profile.

Design notes

It took several strikes for Frank to kill Socrates. Willard was right outside the door, so, I assume he was fueling Socrates with Hero Points for LDD but still he could only take so much.

Height and Weight were grabbed from the web for the actor.

Writeups.org writer avatar Ethan Roe

By Ethan Roe.

Source of Character: The 2003 film Willard. Character portrayed by Crispin Glover.

Writeup completed on the 30th of March, 2018.