MPAA Rating: PG-13

This recreation of the Japanese bombing of Pearl Harbor follows two friends (Ben Affleck and Josh Hartnett) during the fateful events that drew the United States into World War II. Both are in love with the same woman (Kate Beckinsale) and one joins the U.S. Army Air Corps while the other becomes a flyer for the British Royal Air Force. Also with William Lee Scott, Greg Zola, Ewen Bremner, Alec Baldwin, James King, Catherine Kellner, Jennifer Garner, Michael Shannon, Jon Voight, Cuba Gooding Jr., Matthew Davis and Mako. [3:00]

SEX/NUDITY 4 - There is one sex scene which shows a man and woman kissing and caressing each other and then removing their clothing; the man is seen shirtless and the woman is in a full slip. A woman is seen in a slinky nightgown. There are several passionate kissing scenes between a man and a woman. A man puts his hand on a woman's buttock while they dance. Some men talk about how to pick up nurses. We see a man rubbing his buttock, exposing his bottom cleavage.

VIOLENCE/GORE 6 - The attack on Pearl Harbor is shown in great detail: Bombers fly overhead shooting at, bombing and dropping torpedoes on naval vessels. Men are shown being blown through the air, falling from ships, drowning. A carrier lists and sinks dumping men into the water and trapping men inside. A man is blown up while standing in the bridge of a ship; we see his very bloody wounds as he dies. A man is blown up when he thinks a bomb is a dud but it isn't. Men and women are picked off by gunfire as they run through streets and airfields. Two airfields are attacked causing planes and trucks to explode. A plane is shot at and explodes as it tries to take off, and other planes are shot at and crash into towers, each other, ships, the water, and the ground. Two planes crash killing some members of the crew and leaving others bloody and wounded. Another bombing raid shows planes blowing up factories. A net full of dead and mangled bodies is pulled up. Several gruesome and chaotic hospital scenes show the resulting mutilations and injuries of the attacks: A man's neck wound spurts blood; many men are charred and screaming. There are air battles with planes being blown into pieces and crashing; one scene shows a fire breaking out on board a plane and the pilot is unable to eject and eventually crashes into the water. A bullet-riddled plane is seen with a blood-covered cockpit. A huge number of dead bodies are seen floating in the water. A dead woman is tossed onto a pile of other dead bodies. A man is shot in the chest twice; he shakes and gasps before he dies. Several enemy soldiers are shot and killed. There is a scene of an airplane hangar full of coffins. There are a couple of newsreel scenes showing bombing raids with buildings crumbling and planes exploding and crashing. Two planes play chicken with each other in mid-air. A man is coldcocked with a machine gun butt. There is a boxing match and two men punch each other repeatedly; one ends up with a cut on his eyebrow which we see being stitched up, and the other has some blood around his mouth. There is a bar fight with several men being punched in the face and tables and chairs being thrown around. A boy knocks a man on the head with a board and knocks him to the ground. A father hits his son across the face and knocks him to the ground. A man passes out and hits his face on a metal table; we see him with a bloody bandaged nose. A champagne cork pops and hits a man in the nose and it bleeds. Two young boys play in a crop duster and start it by accident causing it to drive recklessly across a field and take off briefly. Men are shown getting injections in the buttocks and they wince and yell in pain.

PROFANITY 4 - About 6 scatological terms, 5 anatomical terms, 6 mild profanities, a couple of sexual references, some profane insults, racial slurs and about 30 religious profanities. [profanity glossary]

DISCUSSION TOPICS - Best friends, betrayal, love, war, the death of loved ones, grief, the risks of war.

MESSAGE - The effects of war change people's lives forever.

Special Keywords: S3 - V6 - P4 - MPAAPG-13