A high school senior (D.J. Qualls) is tired of being a blip on the radar screen of life and is determined to reinvent himself and see what it's like to be popular. So he transfers to a new high school and he's soon the most sought after student. Trouble starts when students from his old high school show up at a football game, recognize him, and remember him as he used to be. Also with Eliza Dushku, Zooey Deschanel, Lyle Lovett and Eddie Griffin. [1:29]

SEX/NUDITY 4 - A young man and a young woman kiss passionately; they caress each other and we see the young woman's leg wrapped around the young man's waist. A young man and woman kiss a couple of times, and a young woman nearly kisses a young man. A young man has an erection after talking to a young woman (we don't see it, but we know from everyone's reaction; see Violence/Gore below). A young woman tries on bikinis and models them by dancing suggestively for a young man. A young woman propositions a young man and she begins to unbutton her top. A young man dressed like a woman kisses a young man on the cheek. A man sniffs at a young woman, and a young woman wears a bandana as a top and we see her cleavage, bare shoulders and back. There is some flirting: young women are shown fawning over and clinging to young men. A boy wearing only gold boxer shorts dances wiggling and thrusting his hips and buttocks. A young man is tied to a chair and forced to wear rubber breasts, and two other young men are forced to wear dresses and rubber breasts and are tied to chairs. Young women wear outfits that reveal cleavage, bare abdomens, bare shoulders and bare thighs. We see cheerleaders wearing revealing outfits that show cleavage, bare abdomens and bare thighs. Cheerleaders do cheers with wiggling, thrusting hips, jumps and flips that sometimes expose part of their buttocks. Young men and women are shown dancing in several scenes. A man sits on a toilet with his pants around his ankles (we see his legs).

VIOLENCE/GORE 4 - An old woman in a wheelchair grabs a young man's erect penis (we know from everyone's reaction) and pulls herself around while the young man grimaces (we hear later that the young man has "broken" his penis). A man is hit in the eye by a flaming marshmallow; we see him flailing on the ground and hear him screaming (an outtake reel at the end of the film shows this scene with more of the man's face on fire). A man tries to escape from prison; we see him climb a fence and run from a guard who's on horseback and who shoots him off-screen (there are several escape attempts). Several men are kicked in the crotch and kneed in the face, a couple of young men are punched in the face and one literally flies through the air landing on two other people, a young man is head-butted and falls to the floor with a bloody nose, another young man is head-butted and has a bloody nose, and a young man crushes a soda can on another young man's head. A young man is pounced on by many people, a young man hits his head on a metal beam and knocks himself out, and a man threatens, shoves, grabs and pounces on some young people in a store. A young man on a motorcycle slams into the back of a car, is tossed over the car and crashes onto the hood (in the same scene in the outtakes reel he crashes into the back of the car and slumps to the ground). Three young men start to fight (shoving and yelling) and one has a skateboard broken over his head. A young man is whipped on the back of the neck. A rope is set on fire as a young man is trying to climb it (we see him fall to the ground with some flames on his clothes). A young man falls off a roof and lands straddling a swing set frame, a young woman falls off the back of a horse landing hard on the ground. A young man is knocked down by a mechanical bull, then thrown off its back while riding it. There are many acts of bullying: A young man is tied to a chair and forced to wear rubber breasts, two other young men are forced to wear dresses and rubber breasts and are tied to chairs, a young man is hit in the face with a football, two young men have their underwear forcibly pulled up over their heads, a mascot is hit with a bagpipe, and people are shoved around and called names. A young man spits out his gum and it lands on another young man's head, a person of very small stature is picked up and thrown through the air, and a person of very small stature is shoved into a garbage can and rolled down a hill. There are a few football game scenes that show young men being tossed through the air, landing hard on the ground, getting piled on and slamming into goal posts. A young man is shoved back and forth between two men, then picked up and squeezed. A young man's head breaks the glass of a display case, and a young man accidentally sets a statue on fire. A young man does dangerous skateboarding stunts on a ramp, a motorcycle crashes through a garage door, and a young man rides a motorcycle over a ramp and crashes into some shrubbery. A young man is given advice on how to make people respect him by being a tough guy: some of the advice is descriptive of the injuries he should impart (e.g., gouge eyes out) and some is physical training (he practices martial arts moves, etc.). A young man talks about the acts of bullying he has endured. A young man is threatened by a man holding a lighter to his face. A boy does a split and hurts himself. People react with fear when a man uses his "crazy eyes" -- he glares with bulging eyes and we hear the sound of a whip cracking. A young man breaks a mop over his knee. We watch as a man has a noisy bowel movement, two young men urinate in some bushes and one accidentally ends up urinating on the other. A young man is pelted with food. A young woman lifts her arm to show a very hairy armpit. A football coach yells abusively at his team.

LANGUAGE 5 - 3 F-words (1 muffled and 1 bleeped), 1 obscene hand gesture, 10 scatological terms, 6 sexual references, 1 homosexual reference, 31 anatomical terms, 26 mild obscenities, 2 religious profanities (one is bleeped in the outtake reel), 3 religious exclamations, and some insults and name-calling.

SUBSTANCE USE - A man thinks his son is on drugs and intervenes.

DISCUSSION TOPICS - Popularity, bullies, sexual abstinence, cheating, bribery, expulsion, giving up, being selfish.

MESSAGE - It's never too late to make a change.