Sequel to the 2002 horror film "Resident Evil," which was based on the popular video game series: Milla Jovovich reprises her role as Alice, an elite military agent. This time she finds herself stranded in the ruins of a city following a virus outbreak that has turned the inhabitants into flesh eating zombies. Also with Sienna Guillory, Mike Epps, Oded Fehr and Jared Harris. Directed by Alexander Witt. [1:33]

SEX/NUDITY 6 - Two bare breasted women approach a man driving a car. A nude woman floats in a tank filled with liquid (we see her bare breasts and buttocks). We see a woman lying on a medical table with tubes attached to her body, a small towel lies over her body and as she rises, we see her bare thighs and her crotch (in shadow). A woman wears a mini-skirt, a bustier and knee-high boots throughout the movie; another woman wears tight-fitting pants (one pant leg is cut off at the thigh) and a tank top with a mesh over shirt. We see a computer image of a nude woman (there are no particular details).

VIOLENCE/GORE 9 - Zombies have a male or female form, their skin is tinged grey, they have crusted blood around their mouths, their eyes are yellow or grey and many have other wounds on their bodies (usually covered in dried blood). There are also zombie dogs that are covered with slime and blood and have sharp teeth and yellow eyes. There are other mutant creatures that have long spiny tails, very sharp teeth, large claws, red-tinged and wrinkled skin and very long tongues. And there is a very large monster (it's one-of-a-kind) that is covered with deep wrinkles, its mouth is full of large teeth, its lips are pulled back and malformed and apart from being very strong, it carries very large and powerful weapons. A woman is tied to a chair, when we see her we realize she is a zombie and she's snarling (her blood-covered mouth contains sharp teeth); we see that the cord that holds her to the chair has torn through her skin and is very bloody, we see a severed arm on the floor and we find out that a man has been feeding her. A zombie breaks free of her bonds, and bites a man on the throat before being shot. A woman is chased by many zombies up a stairwell, one takes a bite out of her arm (we see her arm covered with blood and hear her scream), she runs onto the roof of the building and the zombies chase her to the edge. A zombie biting a man's arm is hit in the head with a thrown knife, a zombie attacks two men and one of them shoots it in the mouth (we see bloody mouth), a zombie lunges at a woman trying to bite her, and she shoots it. A mutant creature wraps its spiny tail around a man's throat, we hear a scream, and then see the man's blood-covered body fall from above onto the floor. A large monster thunders along a street, a man perched on a rooftop shoots the monster, the monster takes aim at the man on the roof and fires a grenade that explodes; the monster roars and growls, and shoots up a building with an automatic weapon (we see many bullet riddled bodies lying on the floor). A woman shoots a monster, the monster hits her and knocks her into a concrete column, and then fires a grenade at her as she runs away -- the grenade hits a car and explodes, throwing her through the air. A monster crashes through the wall of a building while chasing a woman, she jumps down a garbage chute, and the monster fires a grenade into the chute, which explodes, throwing debris around the woman (we see her dislocated finger and hear a pop when she snaps it back into place). A woman is attacked by many children zombies (we hear her scream as she falls to the floor and the zombies attack her). A woman shoots a zombie dog, and another one jumps on her knocking her down. A man is attacked by a zombie dog, the dog begins biting and tearing and another joins it (we hear the man yelling and the dogs snarling). Two zombie dogs follow a woman and a girl into a kitchen, the woman is attacked by a zombie, she breaks the zombie's neck, a dog lunges at her, she hits it on the head with a pan, lights the gas on a stove, the gas is ignited and blows the dogs through a door. A man is thrown out of a helicopter, he lands on the ground, zombies approach him, he tries to shoot himself in the head, the zombies attack him (we hear crunching) and see the man with a bloody throat. A man is shot, and another man is shot and he falls back on to the ground gasping. A man throws a knife hitting another man in the throat. A man attacks two men, breaks one man's neck and kicks the other repeatedly. A woman runs down the side of a tall building (she's attached to a rope) and when she reaches the ground she attacks several men with kicks and punches; one man pulls a knife, she gets it away from him, stabs him, and then stabs another man in the stomach and beats other men with a metal baton. We see many people dying in a room that is locked (they struggle and claw at glass walls, we hear moaning and yelling), and we then see them come back to life as zombies. We see several people in bio-suits entering an abandoned underground laboratory, we see them represented as dots on a monitor, we hear loud growling and snarling, crunching and squishing, and see something crash into one of the people (many dots are shown on the screen swarming the several original dots). Zombies burst up through the dirt in a cemetery, one grabs a woman's leg, two other women kick and twist the necks of many of them (we hear a lot of crunching and loud punches), worms slither around the decomposed skull of one of the zombies and a large bug walks across it. A woman jumps off the roof of a building (we see her twisted body lying on the ground). A woman and a monster fight hand-to-hand, they hit each other repeatedly (we hear crunches and loud thuds), the monster breaks off a piece of metal and swings it at the woman, they continue to fight and the monster is shoved back onto a pointed piece of metal (we hear a crunch and see blood at the wound); the monster pulls itself off the metal and walks away. A woman hits several people knocking them down, she is shot by a taser, she pulls the nodes out of her neck and throws them back at the man who shot her and he starts thrashing. People shoot back and forth at each other (we see some being hit). A rocket is fired into a helicopter causing it to explode and sending pieces of metal into people on the ground (we see one covered with rubble, and another knocked out with a bloody head wound). A truck slams into a car, it flips over, and we see passengers with bloody wounds and a young girl still in her seatbelt twitches. Many people are shot at by guards. A man's nose and eyes begin to bleed copiously, he yells and falls dead. A man has convulsions, falls to the ground, he apparently dies and then is reanimated as a zombie -- he bites a man's leg before being shot. Streets are filled with zombies, police open fire on them, a grenade is thrown among them, and zombies fall to the ground. A woman crashes a motorcycle through a window, shoots a mutant creature, and then shoots her motorcycle, causing an explosion that destroys the creature. A cross pins a mutant creature, and when it struggles to get free, it is shot. A man opens a door and a zombie jumps out at him, and he shoots the zombie. A man jumps out of a flying helicopter (he's tied to a cord attached to the helicopter), he shoots many zombies crowded around a woman and they splat and squish when they are struck and we see some blood splatter. We see a man with bloody gashes on his arm and black spines begin poking out through the wounds; he yells and appears in pain (we see this several times). We see windows and walls in several scenes smeared and splattered with blood and bloody handprints. A nuclear explosion wipes out a city (we see it reduced to rubble) and the shockwave shakes a helicopter. A helicopter crashes, a woman is hit in the stomach by a piece of flying metal (we see blood on her abdomen and face), and we see a dead body covered with a blanket at the crash site (we see the face of the victim and it is charred and burned). We see a K-9 transport vehicle with empty cages that has blood and tissue smeared on it, but no dogs are present. We hear reports of a rash of unexplained killings in a city, we see zombies attacking people, one bites a man on the throat, and a woman shoots several zombies (they splatter and squish). We see animals floating in jars of liquid in a laboratory. A woman is surrounded by many men with guns, and a man is surrounded by many people with guns. A man with a gun threatens three people. A man crashes his car into a parked car while ogling two women. A woman in a tank of liquid is attached to tubes and monitors, she panics and thrashes as the tank is emptied. A woman convulses and we see something moving up her arm and under her skin. We hear that a little girl is trapped in a building. Many people crowd over a bridge toward a gate, trying to exit a city. We hear about people planning to detonate a nuclear bomb over a city. We hear people saying, "he's mutating" about a man.

LANGUAGE 7 - 22 F-words and its derivatives, 14 scatological terms, 6 mild obscenities, 3 religious exclamations.

SUBSTANCE USE - People are shown smoking cigarettes.

DISCUSSION TOPICS - Viral weaponry, mutation, bio-weaponry, nuclear weaponry, evolution, mutation, corporate greed, cell regeneration, science.

MESSAGE - Greed can cause people to do unthinkable things. A parent's love can drive one to do extraordinary things.