What Rats Won't Do is a 1998 British comedy film directed by Alastair Reid and starring James Frain and Natascha McElhone.

[1] Kate Beckenham is hired by American heiress Mirella Burton to defend Burton's claim to the £15million estate of her deceased husband against his son Gerald.

Gerald has hired lawyer Jack Sullivan, who has never lost a case in court.

Burton has hired Alex Leam, who has never won one.

Though Beckenham is engaged, she finds herself attracted to Sullivan.