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Reese Witherspoon stars as Becky Sharp in this film version of the classic novel by William Makepeace Thackeray. The contrast between clever but poor Becky Sharp and her childhood friend Amelia Sedley (Romola Garai) drives the story. Amelia is naïve and trusting but has a comfortable life, while Becky has to rely on her wit, cunning and looks in order to advance herself in London society circa 1820. Also with Jim Broadbent, Eileen Atkins, James Purefoy and Jonathan Rhys Meyers. Directed by Mira Nair. [2:20]

SEX/NUDITY 4 - A man caresses a woman's chest, he forces her back onto a sofa, he pulls her dress open and kisses her throat (she struggles to make him stop). A man and a woman lie in bed together, apparently after having had sex -- we see his bare chest and her dress is open down the back and they kiss. A man touches a woman's chest, she touches his face and they kiss. Also, a man and a woman hug and kiss, and a woman hugs a man. Women in costumes that reveal cleavage and bare abdomens dance with sensual gestures (thrusting their hips, moving their arms and caressing each other) for a group of people who seem dismayed. A man asks a woman to show him her room. A man flirts with a married woman. A man is introduced to a woman and they flirt. A man touches a woman's hand. A woman lies on the ground and a man lies with his head resting on her stomach. A man appears romantically interested in a woman. A woman wraps a man in yarn and he talks about being fond of her. An elderly woman stands up from a tub and we see her bare buttocks. Women wear low-cut dresses (according to the style of the period) that expose cleavage in many scenes. A woman describes a woman as having, "ridden into battle pregnant and bare-breasted."

VIOLENCE/GORE 4 - We see a battlefield strewn with dead bodies, while dogs and looters rummage through (one man pulls gold from a body's tooth). Two men fight, and one is shoved down a flight of stairs. A man caresses a woman's chest, he forces her back onto a sofa, he pulls her dress open and kisses her throat (she struggles to make him stop). A man and a woman argue and she screams in anger and disappointment. Two men wrestle, and one holds the other by the throat. A man yells at three women and is abusive and insulting to them. A man grieves over a grave. Two men fence, they lock swords and one speaks sternly to the other. A man yells at his grown son and threatens to disown him. A man is sick and dying, and we hear him coughing and gagging. We hear that a girl is an orphan after both of her parents have died. A woman moans and complains of stomach pain. People run in fear through streets when they hear that an invading army approaches. Two men argue over money, and a man and a woman argue over a piece of furniture (they each tug at it). A woman is snubbed and ignored at a party. We see people in squalor: people on dirty streets, children with grimy faces, children begging, and animals walking through the streets. A man is forced into a carriage and taken to debtor's prison. A woman faints when she receives disquieting news. People talk about a sheep squealing when being slaughtered for use in the soup that they are eating. Part of an animal carcass is carried through a street.

PROFANITY 3 - 4 mild obscenities, 6 religious exclamations. [profanity glossary]

DISCUSSION TOPICS - Classism and snobbism, revenge, nobility, exploration, servitude, excess, titles, greed, honor, Napoleon, bankruptcy, vanity, gambling, debt, pedigree, death, war.

MESSAGE - The only thing of value in life is love.

(Note: People are shown drinking alcohol and smoking tobacco.)

Special Keywords: S4 - V4 - P3 - MPAAPG-13