Slightly more tongue-in-cheek than the first film, which was inspired by the popular 1970s TV show about three women who work as undercover agents for an unknown and unseen mentor named Charlie. Cameron Diaz, Drew Barrymore and Lucy Liu reprise their roles, and this time around they are working for the government, trying to retrieve stolen rings that hold information about people hiding in the witness protection program. Bernie Mac, Crispin Glover and Justin Theroux. Cameos include Demi Moore, Jaclyn Smith, Bruce Willis and Ashley and Mary-Kate Olsen. Directed by McG.

SEX/NUDITY 5 - A man and a woman kiss in several scenes, and a man and a woman lick tongues. Two women come close to each other as if to kiss. A group of women on a stage dance in front of a room full of men who cheer them on: the women wear small outfits that reveal cleavage, bare abdomens, bare legs, and they wiggle and dance suggestively, snap a whip, smack each other's buttocks and one woman's costume flies off (her breasts are covered by long pig tails and she has small panties on), and a woman sits on a man's lap wiggling her hips. Men chant and cheer for a woman riding a mechanical bull. A man slaps a woman on the buttocks twice. Three nude women break out of a sculpture: the scene is dark so details are unclear. Women wear outfits that reveal cleavage, bare abdomens, bare backs to the hip and bare thighs throughout the movie. A beach scene shows many women in bikinis (some are very tiny). A woman wears a bra and panties and a full length fur. A woman's top is laced down the front and reveals cleavage and bare abdomen, a woman wears a mini skirt and thigh-high tights while riding a mechanical bull and when she kicks her legs into the air we can see her upper thigh and part of her buttocks. Men are bare-chested in several scenes. Boys look at a pornographic magazine (we see the cover with a scantily clad woman). Men and women dance together, a woman dances with several men, three women dance kicking and thrusting their hips. The end credits reel shows three women washing a car, and getting soaked and covered with bubbles as they dance and sing. There's a string of anatomical jokes regarding a woman's name, which is Helen Zass, and sexual innuendo that includes: a woman says to a man after surfing, "I'm gonna be wet for hours," a man misunderstands and thinks that his daughter is a prostitute, a woman talks to her boyfriend about their having been the cock and the beaver (school mascots), there are several references to "sex wax" used on surfboards being found at a crime scene.

VIOLENCE/GORE 5 - A man shoots a man in the chest, another man is shot several times in the chest (we see him thrown back and blood spurts from holes in his shirt). A woman is thrown in the air and kicked in the chest, and three women are shot and fall over a balcony onto the ground (they lie motionless). A dirt bike race has motorcycles speeding over hills, jumping into the air and doing stunts while several riders try to knock each other off their bikes: One is kicked off his bike and crashes into the ground, one is punched into a bridge abutment and the bike explodes, another is knocked down, one rider fires guns at people as he jumps through the air, and one rider is kicked in the chest by another rider wearing boots with blades in them (the rider crashes to the ground, lies motionless and is pronounced dead). Four people fight with kicks and punches (we see some blood on the face of one character), one character breaks through the floor of a stage, fires a gun igniting a gas main and causing an explosion and the character is engulfed in flames. Three women fight large numbers of people (mostly men) in several scenes, using kicks and punches: A large group of men fight three women with chains, crowbars, guns and sticks as weapons; the women fight with kicks and punches, they swing from ropes, a man and a woman fight with swords, and a woman is slammed against a metal crate, and held off the ground by the throat. Three women fight many people on a rooftop, one woman is head-butted and nearly shoved off the roof, one man is stabbed through the chest and falls off the roof, and another is stabbed in the back and falls off the roof. A truck is fired upon by a grenade launcher, it veers off the road, crashes over the side of a high road (appears to be a dam), and, with four passengers inside, careens toward the water below: the four passengers jump out (while the truck is falling) and cling onto a helicopter that was inside the truck, starting it up just before they all crash into the water. Four people are shot at by a man with two large guns, they jump out windows and slide down a hill. Three women being chased spray gasoline on the ground and set it ablaze. A woman punches a man in the face and kicks and punches two others. A woman rides a skeleton board on a winding road, scoots up next to a car, attaches herself to the car and then is unable to release -- large rocks are on the road and nearly hit her. Four people jump off a roof as it explodes behind them: one seems to fly and the others swing from light strings and they all crash onto a car, drive away, the car flips, and two people are thrown off the back of the car (one tumbles down an escalator, one crashes through a store front). The car then crashes through a theater and we see two people lying motionless on a stage (one wakes up and pulls a shard of glass out of a wound, and the other pops a shoulder back into place). Three women ride up on a rope and crash through a ceiling and roof, they grab pieces of board as they come down, land on ropes that reach to the ground and "ski" down. Three women jump across a room, land on the floor in fighting stances and scream loudly at a room full of hostile men. We see a man bound and wearing a blindfold being beaten with a stick (we see him with a bloody face later and hear that he has broken ribs). We see a dead man in a chair and a woman examines him (she pulls out something from his throat) and we see a flash of how he was smothered. A man panics when he sees a hangar full of military guards motionless on the ground; the man is held at gunpoint and we later hear that he was killed. A car explodes and three women are thrown by the blast. We hear about people having been murdered. A man is nearly hit by a car. People are held at gunpoint in several scenes. A woman jumps on a man in a wrestling ring, a woman flips a man onto his back and on the ground in several scenes, a man zaps himself with a taser and falls on the floor, and a woman throws a man into a jukebox and it breaks apart. A boy pulls a handful of hair off a woman's head and they both scream, and a man pulls a handful of hair off a woman's head and they both scream. We see a computer generated sequence of a leg ligament tearing and being repaired. A dead rat lies on a floor. A woman delivers a calf by shoving her arms into the cow and pulling out the baby, which is covered with blood and slime (a man standing nearby gets a face full of slime). A woman urinates in a toilet (we hear the trickle) and two men urinate in urinals (we hear trickles). A woman is hit on the buttocks by a surf board a couple of times. A woman pounds a stick on a desk a few times startling the person sitting down. A woman gets wrapped up in balloon strings and falls on the floor.

LANGUAGE 4 - 1 not fully enunciated F-word, 2 sexual references, 2 scatological terms (1 mild), 19 anatomical terms, 13 mild obscenities, 1 religious profanity, 4 religious exclamations.

SUBSTANCE USE - People are shown smoking cigarettes and drinking alcohol.

DISCUSSION TOPICS - The witness protection program, kitschy TV shows from the '70s, greed, murder, being special, family, destiny.

MESSAGE - Sometimes we search too hard for answers that are right in front of us.