MPAA Rating: PG-13

It's 1949 and two young Texans (Matt Damon and Henry Thomas) ride into Mexico looking for cow-herding jobs. Damon falls in love with the daughter (Penelope Cruz) of his wealthy boss but differences of class, status and culture become barriers to their happiness. Based on Cormac McCarthy's novel. Also with Lucas Black, Rubén Blades, Penélope Cruz, Julio Oscar Mechoso, Robert Patrick, Bruce Dern, Sam Shepard, Miriam Colon and Jesse Plemons. [2:15]

SEX/NUDITY 3 - A few kisses. We see a presumably nude couple in a lake -- only their shoulders are visible; the sides of her bare breasts are visible for a second but it's too dark to discern anything. They swim toward each other and embrace. We see a couple in bed, apparently making love. The tops of her breasts are very briefly visible. We see a man without a shirt, a teen in his underwear and a woman in a night gown.

VIOLENCE/GORE 6 - There are several very tense scenes: We hear two gunshots and we know that a teen was executed, but everything happens off screen. A man is shot in the leg; we see blood on his pants. Later he heats the barrel of a pistol and touches his wounds with it in an attempt to cauterize them. We see a man's discolored, swollen, bruised and somewhat bloody feet. A man is bruised and in pain after he's been beaten up. A man punches another man viciously in the stomach. Two men are attacked, slammed and beaten. During a knife fight a man's face is slashed and his chest stabbed; we see a long bloody cut on his cheek. Another man is stabbed several times in the stomach and is killed. Several men are shot at. Two men are repeatedly thrown off mustangs they're trying to break. We see a man in a hospital bed and a doctor pulls a bandage off his chest, revealing a stitched up wound. A man lowers his pants to show two small scars on his leg. A man attacks another man, throws him to the ground and seems to try (very briefly) to strangle him. Some threatening with guns.

PROFANITY 3 - Almost 20 scatological terms, a few anatomical terms, several religious exclamations, several insults and several obscenities. [profanity glossary]

DISCUSSION TOPICS - Texas, Mexico, judiciary and police systems, class and money, bribes.

MESSAGE - In the 1940's the American judicial system was enlightened and honest, while the Mexican police and prisons were corrupt and brutal. Sometimes keeping a promise is more important than happiness.

Special Keywords: S3 - V6 - P3 - MPAAPG-13