A highly-skilled special ops team dubbed "G.I. Joe" is put into play to thwart the diabolical plans of a scientist whose nanomite technology uses microscopic robots implanted in warheads that are aimed at several major cities around the world. With Dennis Quaid, Channing Tatum, Sienna Miller, Ray Park, Rachel Nichols, Adewale Akinnuoye-Agbaje, Said Taghmaoui, Marlon Wayans and Joseph Gordon-Levitt. Directed by Stephen Sommers. [1:57]

SEX/NUDITY 3 - A husband and his wife kiss. A man and a woman kiss and the man asks another man if it bothers him. A woman kisses a man. A man and a woman kiss in a couple of scenes. A man caresses a woman's face (she is a hologram), and she says, "If I were there, I might let you touch me, but I am married."
► A woman says of her husband: "He always performs better at work after we have touched" (implying intimate contact). A man admires a woman and approaches her (she rebuffs his advances). A woman says, "Emotions are not based in science and thus are not real" when a man tries to make a pass.
► Two men are shown bare-chested while working out in a gym. A man removes his shirt during a fight revealing his bare chest and abdomen. A woman wears a sports bra that reveals cleavage and bare abdomen. A woman wears a skin-tight, low-cut suit that reveals cleavage and accentuates her figure and another woman wears a form-fitting, rubber suit that accentuates her upper endowment. A woman wears a low-cut tank top that reveals cleavage. A woman wears a low-cut dress that reveals cleavage.

VIOLENCE/GORE 7 - We see a man being captured and taken to a torture cell, circa 1641 (we briefly see other prisoners in cells): the man is strapped to a wooden plank, he struggles against the restraints, another man moves toward him with a glowing hot metal mask, the mask is placed over the man's face, and he screams and thrashes (we hear sizzling).
► A man puts a grenade in the collar of another man's protective suit; it detonates and blows the man's head off (we hear the blast and see the separation but no blood). A man is impaled by a motorized vehicle with a large point on the front. A woman is stabbed through the back and we see the bloody blade come through her chest.
► A man is strapped onto a medical table where 6 needles move toward his face, they puncture his skin and inject him with a green solution, we see his flesh moving from inside and the man screams (we hear crunching and squishing). A man injects another man in the face, we see movement, and the man moans and holds his face in his hands as his face is transformed. A man is injected in the face with a large syringe, he yells and we see his skin begin to melt away (he continues to scream). A dead man is stabbed in the head with two large needles, which probe his brain (we hear a crunch); he begins to thrash, his face begins to change shape and he disintegrates (we see his empty suit and a puddle of goo on the ground where his head had been). A man is strapped onto a medical table and needles move toward his face but they do not reach him. A man is shot in the eye with an arrow (we hear a crunch and see it enter through his protective mask). A woman is knocked unconscious and is given an injection in the neck.
► Two men fight with swords: one man is slashed repeatedly (we see bloody wounds), he removes his shirt and we see more blood, he is slashed on the leg and stabbed through the chest, and he falls back into frigid water below (we see a bloody sword). A man is stabbed in the back (we hear a crunch, he moans and slumps to the floor and we see the bloody blade). We hear a man yell, then see him slumped on the ground with a sword in his back. A man is held with a sword to his throat, and then slashed across the chest (he falls to the floor and we see blood on the wound). A man slashes another man with a sword (we hear the slash and we see the body slump to the floor). A man stabs another man in the eye through a mask (we hear a crunch). Two men with swords fight with many fast slashes. A man with a sword slides down a cable from a helicopter, and then slashes at two people on the ground.
► A man shoots several other men, and they are propelled through the air in flames (we see one burning). Several people on snow vehicles crash into an ice cave and shoot two guards as they enter. Armed troops approach other armed troops and they fire at each other: we see several soldiers thrown into the air and we hear screaming. A man runs into a building under heavy fire, two military planes fly overhead and bomb the building, it explodes with the man still inside and another man is thrown through the air (we see the funeral of the one man and the other man has a bloody face and scars later). A man shoots several men in a room and threatens another. A man is shot and falls to the floor and another man is threatened with a gun. A woman shoots at a man chasing her through a crowded building, a lot of glass shatters and shards falls, people scatter, and the man is struck and is thrown back through the walls of the building. A man is thrown into electrical cables, he is zapped and he twitches and smolders.
► A man tosses throwing stars, and one man is struck in the eye (we hear a crunch and his head is flung back). A man tosses throwing stars at several guards in a building, and they are struck (we hear crunches) and fall to the floor. A man is struck by a throwing star in the back; he falls to the floor and is struck by men with guns.
► A warhead strikes the Eiffel Tower, it begins to disintegrate and topple, and it collapses onto a nearby bridge (we see people in its path running away). Several military vehicles encounter a flying vessel that shoots down several helicopters (we see them struck and they crash to the ground in flames, with no survivors); one helicopter crashes onto a vehicle on the ground, and the flying vessel shoots several ground vehicles (they are struck and flip into the air in flames).
► Two women fight with punches and kicks, one wraps a chain around the other's throat, and one pins the other to the floor and begins punching her in the face (we see her with a bloody face and a badly bruised neck). Two boys fight with punches and kicks, one head butts the other, one walks across a flaming stovetop, and one is held down with a leg across his throat (one boy ends up with a bloody face). A woman kicks a man in the face. A man is punched in the face and several others are held at gunpoint. A man head-butts another man, and two other men then punch him. Two boys fight in several scenes using nunchucks, staffs, swords, punches and kicks and one is routinely struck hard and falls to the ground.
► We see a dead man on the ground with a knife in his chest (there's no blood). A man holds a sword to a woman's throat and she holds a spike over his eye (they separate). A man is held with a sword to his throat. A man holds a gun to a woman's head, and she tells him to shoot.
► We see a large King Cobra in a cage, a man puts his arm in the cage, the snake bites him, he pulls his arm out, we see two bloody holes, he falls to his knees, and we see a clear liquid come out of the holes and a view of tiny robots in his blood stream.
► Two men train using long batons with what looks like tasers on the ends; one is struck hard repeatedly and falls to the ground several times. Two men take target practice shooting at moving targets (one of them is shot with what looks like a taser and he falls to the ground). We see men and women training with weapons and special gear.
► A man removes a mask from his face and we see his badly scarred face and head. A man is caught in flames and we see his badly burned head and face (one ear is burned off). We see a man with a badly scarred head and a mask on his nose and mouth that he apparently breathes through (he skin is slightly gray-tinged and his voice is distorted by the mask). We see scars on people's necks, they make a sizzling noise and we see movement in the scar tissue. A young boy digs through a garbage can and pulls out a live rat.
► A man is struck by a car and is thrown (the car is shown with a crumpled front and the man gets up uninjured). A car drives recklessly through city streets running into other cars, a man clings to the top of the car, stabs a sword through the roof, and climbs down the side where he fights a man inside the car; he then falls under the car and holds on for a long time. Two men wearing special suits and a woman on a motorcycle chase a car through crowded streets, swerving in and out of traffic and causing many accidents; cars are thrown into the air, they flip and explode, missiles are fired, the two men are thrown into the air, one lands and is struck by a car and pushed along the street, the woman is thrown into the air by an explosion (she is OK), the car is struck by a train (it flips and explodes and we see the driver bloody and motionless), one man crashes through the train, and the other jumps over it and they crash onto other cars on the other side (they are uninjured). A man in a plane flies fast after rockets with warheads, he shoots and hits one, microscopic robots attack his ship and begin to eat it and he ejects.
► Many sea vessels converge under water and open fire on each other: we see some vessels struck, crash into structures and explode. Rockets are fired into a compound with people inside. Several large drilling vehicles slam through a stone wall and into a compound. Something large moves under the sand in a desert, and a man and three camels are thrown around. A man jumps out a window and is caught by a plane below and a woman jumps from a rooftop to the same plane.
► A man talks about "nanomites destroying all material in their path." A man tells a woman, "If he touches you again, I will kill him" a couple of times.

LANGUAGE 4 - 5 scatological terms, 2 anatomical terms, 14 mild obscenities, exclamations (bloody), name-calling (idiot, cur, stupid, weakling), 1 religious profanity, 7 religious exclamations.

SUBSTANCE USE - None.

DISCUSSION TOPICS - Technology used for evil, conspiracies, overtaking the world, greed, jealousy, heartbreak, nano technology, unification, chaos, pay back, love, guilt, death of a sibling, death of a friend, emotions, repression of emotions.

MESSAGE - Fear is a great motivator.