Leonardo DiCaprio stars as the aviation pioneer and prominent industrialist Howard Hughes, who took Hollywood by storm with his "Hell's Angels" film and the world of aviation by designing innovative airplanes. The biopic, directed by Martin Scorsese, concentrates on Hughes' years from the late 1920s through the 1940s. Also with Alan Alda, Alec Baldwin, Kate Beckinsale and Cate Blanchett. [2:48]

SEX/NUDITY 5 - A man and a woman kiss, they lie back on a sofa, the man caresses her bare back, and they kiss. A man kisses a woman and slips his hand in her dress to caress her breast. A man and a woman kiss in several scenes. A man caresses a woman's leg and asks her what "pleases her." We see compromising photographs of a married man with a woman who is not his wife. A man talks to a young woman and "inspects" her. A man kisses a woman's hand, and a woman kisses a man on the cheek. Men and women dance together in a nightclub, and a man and a woman dance close together. Scantily clad women dance on a stage, and scantily clad women swing on swings above a dance floor, where men and women dance. We hear reports of a man's romantic affairs. A man measures the length of exposed cleavage on photographs of women, and we see a series of photographs of women's cleavage. A man talks about "uplift" while a woman's clothed breasts are on a screen behind him. In a movie, a woman leans over a man and we see a close-up of her cleavage; also, we see a close-up of a woman's mouth and lips in a movie. A man burns all of his clothing and stands nude (his bare buttocks and the silhouette of his body are visible). A man sits nude in a chair in a darkened room (we see his bare buttocks and chest; no other details are evident). A nude boy stands in a tub and we see a quick glimpse of his crotch (details are not clear); also a nude boy stands in a tub while his mother bathes him (we see his bare buttocks and legs). Several men discuss women's "mammaries." Women wear evening gowns and dresses that reveal cleavage, bare shoulders and backs in many scenes.

VIOLENCE/GORE 6 - A man flies a plane, the engine blows out, the plane falls toward the ground, hits the roof of a house and the wing slices through another house, it then crashes into the ground and the engine explodes; the pilot is trapped in the cockpit, he pulls on his leg, we hear something tear and he screams, and when he opens the hatch, flames blow into his face and he falls in flames off the plane and onto the ground -- we see him charred and bloody and hear of the extensive life threatening injuries he sustained. A man flies a plane, it runs out of gas and drifts toward the ground, and then slides some distance through a field; the pilot ends up with a minor injury on his foot (we see a bloody sock later). A man shoves a woman, and she hits him in the head with a statue (we see blood on his forehead). A woman crashes her car into another car repeatedly (no one appears injured). Several men fight on a dance floor, we hear punches landing and see a few men fall on the floor. A man washes his hands until he bleeds. In a movie, a man is shot during a duel, a plane crashes into a blimp, it explodes, and the pilot is burned; also in a movie two planes crash together and burst into flames. A man appears to be having a seizure (he jerks and convulses and balls up on the floor). A woman talks about her brother having committed suicide. A man burns all of his clothing in a bonfire. A woman tells her son about "fatal diseases" and that he is not safe. A man is told that he could lose his fortune. A man talks about fearing that he is losing his mind. A man appears to be imagining things (seeing people who are not there, suspecting people are spying on him, etc.). A man urinates into a bottle and then places it on the floor next to a row of other bottles, also filled with urine. A man cuts into fish on his plate and we hear crunching. A man is repulsed by a piece of bloody meat on a platter. A woman yells at a man. A man appears to be having a mental breakdown (he repeats phrases over and over) in a few scenes. A man appears to be frightened by the popping of flash bulbs. People talk about the willful destruction of their competition.

LANGUAGE 5 - 1 F-word, 9 sexual references, 7 scatological terms, 21 anatomical terms, 53 mild obscenities, 2 derogatory terms for African-Americans, 1 derogatory term for homosexuals, 1 derogatory term for the English, 38 religious profanities, 23 religious exclamations.

SUBSTANCE USE - People are shown smoking tobacco and drinking alcohol.

DISCUSSION TOPICS - Phobias, fear, disappointment, infidelity, trust, love, excessive wealth, Hollywood, government, patriotism, ambition, lying, betrayal, phone tapping, bribery, aviation history, competition, monopolies, eccentricity, jealousy, Darwin, suicide, reclusiveness, war profiteering, Socialism, celebrity, fame, insanity, censorship, live theater vs. movies.

MESSAGE - Money cannot buy everything.