In a galaxy far, far away the second prequel of the Star Wars series sets its course for a battle between the Jedi Knights and an army of clones put together by an ex-Jedi who's been turned to the dark side of the Force. It's set ten years after the events of "The Phantom Menace" and Anakin Skywalker (Hayden Christensen), now the Jedi apprentice of Obi-Wan (Ewan McGregor), romances Padmé Amidala (Natalie Portman). Also with Ian McDiarmid, Samuel L. Jackson, Pernilla August, Jack Thompson and Christopher Lee. [2:12]

SEX/NUDITY 2 - A young man and woman kiss tenderly a few times, a young woman kisses a young man's cheek and they hug. A young man caresses a young woman's bare shoulder, and they hold hands. A young woman runs to attend to a young man whom she believes injured, he grabs her and they roll around on the ground and she ends up lying on top of him. We see a young man bare-chested, sleeping. A young man looks at a young woman lovingly and she says, "don't look at me that way." Women and alien females are shown in a bar scene with outfits that show cleavage, bare backs, bare shoulders, and bare abdomens. A creature's pants slip down and reveal some buttock cleavage.

VIOLENCE/GORE 5 - A woman is shot in the neck with a dart and dies instantly (we see her face change from human looking to alien as she dies). The heads of a few creatures are hacked off and we see a couple of them fall off and bounce on the ground. Also a man is decapitated and we see his still helmet-covered head roll on the ground. A boy picks up a man's severed, helmet-covered head. Some flying creatures clinging to walls attack a young man and woman; some of them are hacked by a light saber and fall in pieces to the ground. A guard is eaten by a creature (we hear chomping and see the guard going into the creature's mouth). A woman's arm is hacked off (we see it, and the weapon she was holding, land on the floor), and a young man's arm is lopped off (we see the stump). There is a large battle between Jedi Knights and clones that starts with shooting and slashing with light sabers and ends up including flying vehicles that fire rockets that cause large explosions: An alien creature is shot and lands dead on the ground, a creature's legs are lopped off and it is stabbed in the belly, and a robot is impaled. Two men fight with light sabers; one is poked in the arm and leg and falls to the ground. A man throws a javelin at a creature and it hits it in the shoulder. Two men and a woman are chained to pillars and readied for execution by some large, pointy-toothed, sharp-clawed alien creatures; the three are slashed at (the woman has long, bloody cuts on her back), charged, growled and snarled at. A young man is trapped by a force field and thrown into a wall and is knocked unconscious. A ship explodes on a landing platform blowing people and rubble through the air (a woman dies and we see some blood on her forehead and a trickle from her mouth). Two men fight on a landing platform; they kick and punch, one fires guns at the other, one uses a light saber, and one has his hands wrapped with a cable and is dragged, before slipping over the side of the platform and nearly falling into the raging water below. A creature is stepped on and killed by another monstrous creature with crab legs, and yet another alien creature kills another creature. A man is shot (off-screen, but we see his hologram fall over after the shot). A woman lashed to a log is untied (we see her scarred and bruised face) and we watch as she dies. A man jumps from a speeding flying vehicle and lands on another below him; he tries to get at the pilot, but he is eventually dumped off the vehicle, landing hard on the ground; the vehicle crashes and a foot chase begins. A woman falls out of a flying vehicle and rolls on the ground (she appears unconscious). A young man and woman fall from a ledge onto a conveyor belt that acts as an obstacle course with dropping blades, flattening stampers, pouring molten metal (one character is trapped in a cauldron just as the molten metal is about to be poured in). A man jumps out a window and dangles from a flying machine as it zooms through the heavily trafficked skyway, swerving back and forth and nearly colliding with passing vehicles. The flying machine, with the man dangling from it, is shot out of the sky causing the man to plummet toward the ground -- he lands on another vehicle. There's a chase between two flying machines and they fly recklessly dodging flames, other vehicles, and power couplings (they get a jolt as they pass between them). A young man and woman are surrounded by enemies, shackled to a chariot and taken into a coliseum of sorts where they are chained to large pillars. Two poisonous creatures (they look like large centipedes) are set loose in a woman's room while she sleeps; they crawl onto her bed and nearly reach her, but they are hacked in half and thrown across the room. Two men are nearly crushed by a falling pillar. A man uses his telekinetic powers to propel things at another character, who stops them with his own mental powers. A large spherical ship is shot at, it blows up, crashes to the ground and the explosion sends dust everywhere. A young man talks about his mother suffering, and we hear the details about her abduction by brutish alien creatures. There's a chase through an asteroid field; one spaceship drops seismic charges that cause asteroids to blow to dust, and one ship fires on another ship repeatedly, nearly causing it to crash and causing a large explosion. People are surrounded and threatened by robots, and people are surround by Jedi Knights with light sabers drawn. A man is shackled and is suspended in a light beam. A young man rides a large beast, is thrown off, lands hard on the ground and appears injured. Some of the aliens and creatures are creepy-looking: some with many arms, with horns, with numerous eyes on stalks, have misshapen teeth, pointed nails and claws, crab legs, etc. An android's head is punched off, a different head is attached, and an android's head is dragged on the ground by another android. A man is shown with some scars on his face. Two creatures fight over a bone (snarling and grabbing). A planet has very severe, vicious storms with lots of thunder, lightning and rain. We hear that Jedi Knights have been killed, and see one lying dead on the ground.

LANGUAGE 1 - 1 mild obscenity, and some insults.

SUBSTANCE USE - In a bar scene, a character says, "I could sell you death sticks," which, we've been reliably informed by "Star Wars" fans, is a reference to cigarettes and the scene is meant to deliver an anti-smoking message.

DISCUSSION TOPICS - Prequels, living a lie, separatists, cloning, death of a parent, obsession, deceit, pride, growing up, bounty hunters, unconditional love, grief, democracy, dictatorship, duty.

MESSAGE - The future is impossible to predict; anger and hate bring bitterness and change us for the worse.