Whoopi Goldberg, Mary-Louise Parker and Drew Barrymore star as three unlikely friends who share all of life's ups and downs.

SEX/NUDITY 5 - Men's buttocks are exposed several times as well as a woman's breasts. A few scenes of sex including passionate kissing, rolling around and groping; moans and thumping sounds are heard. Some talk of sex, but usually in a frank, non-titillating manner.

VIOLENCE/GORE 4 - There is one extended and intense scene of violence where a man beats up on two women, throwing them into furniture, slamming them against walls, and slapping them, resulting in bloody faces. A man is pounded on the head with a baseball bat, and tied to a chair. A man dies when he falls and his head hits the floor.

LANGUAGE 7 - A couple of dozen F-words, three scatological terms, a few mild obscenities, and some sexual references (including slang terms for the female anatomy).

DISCUSSION TOPICS - Death, AIDS, illegitimacy, domestic violence, lesbianism, loneliness, prison, friendship, war between the sexes.

MESSAGE - Friendships between women are very special and friendship can last a lifetime.