Teenagers get the "Stepford Wives" treatment in this thriller. With James Marsden, Nick Stahl and Katie Holmes.

SEX/NUDITY 5 - A couple kiss and she performs oral sex on him; the camera focuses on his face. Sexual innuendo (including references to masturbation). A woman's bare breasts are seen and a man forcibly fondles a woman's clothed breast and then attempts to rape her.

VIOLENCE/GORE 7 - A few people are shot and a group of men are killed when their car lurches over a cliff. Also a man is hit by a car. There are several scuffles and fistfights including clobbering with chairs, kicks and punches, which leave various bloody wounds. A man breaks the neck of a woman and a man's nose ring is forcibly removed (off-screen, but we see the bloody result). A woman headbutts a mirror leaving a bloody wound. A woman goes after a man with a shard of glass and a woman bashes a man in the head with a metal bar; we see a puddle of blood. The beginning of a surgical procedure is shown with a needle getting very close to a man's eye. We also see a bloody eye.

LANGUAGE 7 - A couple of dozen F-words, a profane hand gesture, about 20 scatological terms, about 6 anatomical and sexual references, several derogatory references to women, several mild obscenities and insults.

DISCUSSION TOPICS - High-school cliques, identity and individuality, free will, suicide.

MESSAGE - Individuality is more important than perfect behavior.