In a return to the dark and decadent Basin City, a man (Josh Brolin) reluctantly reconnects with a seductress (Eva Green) who wants to get away from her husband (Marton Csokas) and his strange bodyguard (Dennis Haysbert), another man (Mickey Rourke) looks after a psychotic stripper (Jessica Alba) obsessed with the suicide of her lover (Bruce Willis) and another man (Joseph Gordon-Levitt) gambles that he can take down a corrupt senator (Powers Boothe). All the story threads collide in mayhem. Also with Rosario Dawson, Jaime King, Jude Ciccolella, Jamie Chung, Christopher Lloyd, Christopher Meloni and Jeremy Pevin. Directed by Robert Rodriguez & Frank Miller. The film is shot in monochrome with splashes of vivid color. [1:42]

SEX/NUDITY 8 - A woman and a man meet for sex, while a detective takes pictures from a skylight and a close-up shows a man's hand unzipping a zipper on a woman's dress; the clothing drops to reveal her bare back and shoulders, along with the side of her right breast and she wears a thong that reveals her bare buttocks; the woman takes out a pair of handcuffs and says, "Who's the boss" as the man uses two pairs of cuffs, cuffing her wrists to the headboard, and we see her head and bare shoulders and his head, undershirt, bare arms and part of his briefs as he thrusts violently, and we also see his bare buttocks, briefs bunched below them, and legs with her bare thighs and legs wrapped around him.
► A woman appears nude in a man's bedroom, lying on his bed, revealing full body nudity except the genital area: the man tells her to leave before he bashes her teeth in, slugs her in the jaw and then kisses her passionately; the woman sinks below the frame from a standing position and the camera cuts away (oral sex is implied) and we see her entire nude body except the genital area as she sits on his groin while he lies on the bed and they both thrust in slow motion until a camera cut shows her sitting the opposite direction and we see his entire nude body except the genital area, again.
► A man goes to a woman's house and she lets him in wearing only a bra and panties with a sheer open cover up and the door closes (implying sex); the camera cuts to the man putting on his shirt and sex is implied just beforehand as the woman describes (falsely) how a criminal choked and raped her, causing the man to become aroused, jump on her in bed and begin thrusting violently as she shouts, "He will kill me, kill me, kill me, kill me!" (nudity includes his bare thighs and legs and her bared shoulders).
► A saloon dancer wears a series of skimpy dance costumes that reveal her bare legs in sheer hose (sometimes with a garter belt) as well as her shoulders, arms, back, stomach, navel and the lower parts of her buttocks; she often writhes, wiggles, swings her buttocks at the audience, grabs her buttocks, shimmies and twerks and in one scene she dances to violent music, lowering herself to the catwalk floor and thrusting as if having sex, both on her hands and knees and on her back; she often points a gun at the audience (please see the Violence/Gore category for more details). A man and a woman outside a saloon are shown up against the wall and kissing.
► A shadowy scene features a woman in a long shot in almost full frontal nudity (no nipples or genitals appear) as she jumps from the side of a pool into the water; we see her bare buttocks and back from above as she swims. A woman reveals full frontal nudity in a bathtub scene (we see breasts but no genitals are seen). A woman stands in a window wearing a bra and open, sheer robe that reveal cleavage, bare midriff, navel and the top of her panties. A dominatrix wearing a coat and bikini outfit is shown with a bondage mask studded with metal; she bares significant cleavage, bare midriff and thighs. A dominatrix bears her full legs and thighs, although she is covered from the neck to the waist and in one scene, she bends over a car and reveals the bottom of her buttocks as she asks a watching man if he wants her; he smiles and a sword slices his head off from the back, with white splatter (please see the Violence/Gore category for more details). Saloon waitresses wear sleeveless midriff tops with thong panties and sheer hose that reveal full buttocks in side views and back views; their supervisor is wearing a bustier that shows significant cleavage and bare thighs and legs. Several dominatrix-type women wear bras (some with metal studs) and tap pants (some with sheer pantyhose and some with garter belts and hose). A diner waitress wears a short dress that bares most of her thighs as she stands behind a counter. We see a photograph of a woman's bare shoulders, arms above a bustier, a bit of cleavage, and her face with her mouth open in a large O shape and her eyes closed. Black and white cartoon stills feature a silhouette of a nude woman and a partial image of a woman wearing a bustier with cutout sections at the waist, and baring her thighs; we see her bare shoulders, arms and some cleavage. A man wearing a sleeveless undershirt and long boxers sits on a bed and we see his knees and lower legs.
► A man says the city is a sea of flesh and sweaty sex, and he says that a certain woman unleashes a monster [of sex] from within him, so he tries to avoid her; the woman calls and meets him in a saloon, where she says, "I love you" and kisses him passionately until he tells her to stop or he will kill her; the woman's bodyguard enters and tells her that her husband wants her home and she leaves. A woman crime victim grabs the thigh of a detective seated next to her on a couch and bends over into his lap to cry as her robe opens and reveals her full thigh; another detective rolls his eyes and later tells the first detective that he "Got a stiffy" from watching the two of them.
► A woman tells a man that sex makes him stupid. Before a woman dies, she tells a man, "You're everything I've ever wanted. Everything I need" (please see the Violence/Gore category for more details). A man says to a leather-clad woman with rough lines of stitches all over her face, "You look hot." A man says about a woman, "That there is a dame to kill for." A sign reads "Adult Video."

VIOLENCE/GORE 9 - In two different fights, the eye of either of two men is removed: In the first fight, a large man gouges the eye out of a taller man and we see gushing red blood and some gore around the eyeball (he is later seen with a brass ball in the socket); after a second fight, a man holds his eye and face and then brings down his hand to reveal the skin and tissue removed from his temples, cheek and eye socket leaving the eyeball popping out with some red blood around it.
► A man wins all of another man's money in a poker game before being shot between the eyes: we see red blood from the hole as the shot man slumps forward, dead and two other men drag him off screen. A woman shoots a man five times in the chest and arms with a pistol before a shot from off screen hits her, and she sinks to the floor, dead, with open eyes. A man driving a car shoots a male passenger in the eye and through the glass behind his head, leaving red splatter, then stops the car and tosses the body over a bridge before shooting himself in the temple with white splatter from the side of the head; the camera cuts to the man lying face down on the pavement and with red blood spreading toward the audience. A woman enters a house where she confronts the owner and they fight over a gun; she suffers gunshots to her side and thigh before a ghost appears in a mirror, distracts the homeowner and the woman shoots him dead after calling him an obscene name. A man and a woman kill three men on motorcycles using gunshots, blood splattering white from their heads and chests; they then take a crossbow and she shoots over a dozen men with arrows, dropping them dead with some white blood spatter and one arrow causes a man to spin 360 degrees in the air before falling dead.
► A 15-year-old girl uses two Japanese swords to slice up four men trying to attack her (we see some spurts of white blood as the men fall); as two more men approach, another man fires a pistol and kills both of them with some white splatter. A woman slices the heads off two groups of four men in shadows with white splattering blood and she slices heads of several more men, white spatter circulating in arcs in shadows.
► A large man is thrown through glass that shatters loudly from off screen and has a huge head reminiscent of a werewolf (without sharp teeth) and we see a dead man on the ground as the first man lifts his head and drops it, the large man stomps on the throat of another man with a red-bloody face and we hear a loud crunch (red blood shows on the dead man's face and forehead), and a man with his body in flames runs on screen as others surround him, douse him with gasoline and light a lighter, but the large man breaks an empty vodka bottle and shouts for them to stop; one of the attacking men shoots the bottle out of the large man's hand and another says, "He's a dead man!" as arrows fly at the attacking men and two fall covered in thick-staved arrows, a noose is lowered from a roof, lassos one of the attacking men by the throat and hoists him up, where he dies as his head falls forward; the large man slices another attacking man's throat with a large knife and white blood splatters over the scene, and the large man flicks a lit cigarette at the camera and we see it hit a puddle of gasoline to cause a small fire as the scene ends.
► A man in a poker game says that "Poker is savage power" as a younger man wins a large pot and leaves; he and a woman are followed by two men and one is holding a blackjack (the weapon), and the poker winner takes away the blackjack and beats the two larger men with loud punches; part of the beating is shown on a wall as shadows until a limousine shows up and a man with a gun leads the poker winner into it where two other men beat him in the face, leaving red blood on his face and mouth, and breaking four fingers with pliers, leaving the joints bending the wrong way as the poker winner screams; the men dump the injured man out of the car and another man shoots him in the stomach and laughs as the poker winner writhes in pain, holding his stomach.
► A man convinces another man to help him break into a mansion and his eyes turn red with anger about the first man being hurt by the mansion owner; one man kills six guards with rifles causing blood to spurt white, then the man with rifles fistfights with a guard and each slugs the other and they are each thrown into walls; a woman inside the house shoots the other man who broke in five times with a pistol (he is not seriously hurt) and another woman grabs him by the throat, but releases him; the man shoots a guard six times and a woman fires a rifle at him several times to finally kill him and he falls dead into a swimming pool.
► An injured man is thrown from a car onto the pavement at his home where another man enters the man's bedroom, punches him several times and throws him through a window, naked (please see the Sex/Nudity category for more details), to the pavement below, where he lands on his back but is not seriously injured; the injured man's friend takes him to a place where he can have facial plastic surgery to replace a popping eye and bloody tissue on his cheek.
► A man sneaks across a roof and breaks into a mansion, where he confronts another man who pulls a small pistol from a desk drawer as a guard kicks the man violently in the groin and smashes his face with a fist (we see some red blood). An injured man limps up a fire escape and into his girlfriend's apartment, where he finds an older man sitting in the dark with a few flashlights shining out of a dark corner and lights fall onto two severed hands and a severed female head tossed into the frame and onto the floor (all the stumps drip with blood) as the older man says, "You'd really be better off dead" and the injured man jumps out onto the fire escape.
► A woman kisses a man and then dies, slumping to the floor with open eyes. An injured man with a swollen eye and a red bloody lip twice normal size, shows up at the house of an unlicensed doctor who cuts a bullet out of his right thigh with a scalpel and we see some red blood flow; the doctor straightens the man's twisted finger with pliers as the injured man screams in pain and then licks Popsicle sticks and places them on the fingers for splints (we later see gauze wrapped around each finger).
► A woman practices every day at a shooting range, concentrating on headshots; she often sees a male ghost with a shredded coat and in one scene uses scissors to cut her hair unevenly, saying that she is crazy and she head-butts a mirror and breaks it, causing red blood on her forehead and cuts her face up with broken shards (we later see her stitched raggedly, like the Frankenstein monster). An overweight man has a swollen, conical head covered in boil-like protuberances and his features are indistinct; pictures of him at a younger age show him looking similar to a proverbial "gray alien" with yellow skin and a flashback shows a man shooting the man's arms off and we see white spatter coming from the back of his head as well; we hear the man's father say later that his son's pecker was shot off.
► A large man fights with a bodyguard and dives with him through a large picture window, shattering the glass and leaving a little red blood on both of their faces. In three other scenes, a man jumps out of third story windows, shattering them loudly and falling to the pavement, shaken but only slightly injured, with some red blood on his forehead. A large man jumps through a moving police cruiser windshield, shattering the glass loudly and jumps out unharmed.
► A married man points a gun at his mistress, who is handcuffed to a bed headboard (please see the Sex/Nudity category for more details) and he says that he must kill her because of his wife, as a man on the roof jumps down through a skylight and punches the gunman unconscious, then cuffs the gunman to the foot of the bed and the woman kicks the cuffed man hard below the frame (we hear that the kick was to the groin).
► A woman's militia-like group carries rifles and shoots at the cars of criminals and police officers, and using a flamethrower blows up a small truck; the leader cradles the head of a man who vomits a large amount of red blood onto the pavement and the camera cuts to her home and headquarters, where the man lies in a bed with a white eye patch over the right eye and an IV line in his arm as she shouts that she will "deck him" for being gone so long.
► A man with a bandaged face leans over a male patient and points a gun at his face (we see a brass eyeball and two arms in casts on the man in bed). A woman confronts a ghost saying, "You blew your brains out. You put a gun in your mouth and blew your brains out" as she slams a bottle onto a sheet of glass on a coffee table, breaking the glass; the ghost has a glowing white cross on his forehead, perhaps signifying a wound.
► An exotic dancer dances with a loaded six-shooter in her hands or on a table near her catwalk in a dozen scenes and she aims the gun at patrons several times as they hoot with pleasure; she points the gun at a man and begins to pull the trigger, but stops; she shoots and breaks a vodka bottle out of the hand of a male patron in another scene and he laughs and she cracks long whips with loud snaps into the audience. A woman has a nightmare of an older man threatening her with a switchblade knife at her throat, but he disappears into a wall.
► The small image of a man walks down the center of a poker table and an older man throws cards at him, slicing him into sections that crumple together (no blood). Black and white cartoon stills feature men with guns and rifles pointed at the audience and a man pointing a large hypodermic needle toward the audience. We see a drawing of a police cruiser crushing a sedan.
► A woman tells a man that her husband beats her and will make her ugly, but we learn that she is lying.

LANGUAGE 5 - At least 1 F-word, 3 sexual references, 11 scatological terms, 8 anatomical terms, 28 mild obscenities, name-calling (crazy, insane, idiot, nutcase, stupid, jerk, twits, fools, freak, pathological, pervert, low, drunk, trash, boy, slicker, frail, snots, deadly little Miho, witch, skank, whore, slut), stereotypical references to men, women, criminals, corrupt cops, corrupt legislators, thugs, ghosts, dominatrices, strippers, private investigators, uptight police investigators, devious wives, bodyguards, gamblers, hired assassins, exclamations (shut-up), 3 religious profanities (GD), 3 religious exclamations (What The Devil, Oh Christ, Pray For Your Soul).

SUBSTANCE USE - A man pours several pills for an unmarked prescription bottle down his throat, and an unlicensed doctor ties thin rubber tubing around his bicep and injects some unknown drug into his vein. Several scenes feature a strip club with a large bar and tables nearby that have bottles of beer and alcohol on them (we see men drink from them), an exotic dancer in a saloon drinks vodka from the bottle during her shows and in the dressing room, an exotic dancer drinks from a flask backstage and from a vodka bottle at home and we see empty beer bottles lined up across a coffee table, couples drink champagne in a restaurant, men drink short glasses of whiskey in three scenes in a poker room, a man pours a clear drink from a decanter and drinks it, and a man pours a bottle of whiskey down a sink drain. A man smokes several cigarettes throughout the film outdoors and in a mansion as well as in a saloon, a man smokes large cigars in a poker room in a saloon as well as on the street and in his mansion while blowing large clouds of smoke, cigarette smoke wafts up into the frame from below in several saloon scenes, several men smoke cigarettes in saloon scenes and a woman smokes a few cigarillos, a woman in a mansion smokes a cigarette, a man smokes a cigarette in his bedroom while sitting on the bed, a diner waitress smokes a cigarette, and several men and women smoke cigarettes at a party.

DISCUSSION TOPICS - Passion, crime, lawlessness, decadence, guns, corrupt police and government officials, violent sex, strippers, revenge, ghosts, obsessions.

MESSAGE - Out-of-control people can do horrendous things.