Led by Elijah Wood and Josh Harnett, a group of high-school students battles a rapidly replicating alien that has infested the minds and bodies of the school's faculty. With Bebe Neuwirth, Famke Jensson, Salma Hayek, Robert Patrick, Piper Laurie, Daniel Von Bargen, Shawn Hatosy, Clea DuVall, Jordana Brewster and Laura Harris.

SEX/NUDITY 5 - Sexual innuendo. A few kisses. We see a nude woman from the back; we also see her from the side at a distance and from the front (shadows cover her from the chest down). A woman rips her shirt off and we see the top of her bra.

VIOLENCE/GORE 9 – A lot of alien gore: In a few scenes, we see worm-like things moving underneath faces; and in one scene, we see red tentacles coming out of faces. A man with worm-like things moving underneath his face holds a woman down on a bench; the worms come out of his mouth, go into the woman's ear, and begin moving underneath her face (which is bloody). A girl punches another in the face, then turns into a huge, tentacled creature; the creature grabs the girl and pulls her into a pool (the girl hits her face on the floor and we see lots of blood). A man's fingers are chopped off with a paper cutter, and his fingers begin crawling on the floor and then red tentacles sprout from the stumps. A woman has sores on her face and body, and we see part of her scalp fall off, revealing a bloody skull. A man stabs a woman's hand with a pencil, then pulls the pencil out and looks at it (it's very bloody). A woman flies through a windshield; we see her head moving on tentacles, and her body searching for her head. A woman is stabbed several times with scissors (we see lots of blood). A man tackles a woman, wraps her in a net, then shoots her in the head; bugs crawl out of the bloody bullet hole, she flails around, and then disintegrates. A boy shoves a pencil into the eyeball of a man and a creature and white foam pours from the wound. A creature crawls into a mouse's ear; a boy kills the mouse, opens its belly (we see the bloody hole) and removes the thing. A creature comes out of a woman's mouth. A creature is smashed between bleachers. A decomposed corpse falls on someone. Several scuffles and punch-ups: A boy is violently and repeatedly slammed into a flagpole, a boy is thrown across a room, a woman scratches a man's face with keys, two cars and one of the drivers pulls the other out of her car and throws her on the hood, a woman pushes a man into a shelf and a woman slaps a man. Some shots are fired.

LANGUAGE 9 - Nearly 60 F-words, numerous anatomical and scatological references, obscenities and insults.

DISCUSSION TOPICS - Drug-use, conformity, self-reliance, friendship, cooperation, fighting authority.

MESSAGE - Stand up for what you know is right, and with a little help from your friends you can conquer even the biggest problems. Several minds are better than one.