Sci-fi film done in a retro sepia-toned look, ostensibly taking place in the 1930s: As prominent scientists around the world mysteriously disappear, a newspaper reporter (Gwyneth Paltrow) joins forces with ace aviator Sky Captain (Jude Law) to find out what’s going on. Together they travel to exotic places around world, and discover that an evil mastermind is behind a plot to destroy the Earth. Angelina Jolie co-stars as the commander of an all-female amphibious squadron. Also with Giovanni Ribisi, Bai Ling and Michael Gambon. Directed by Kerry Conran. [1:47]

SEX/NUDITY 2 - A man and a woman kiss. A woman leans close to a man's face and seems tempted to kiss him. Two men and a woman wake up in a bed together, and they are nude (we see only their bare shoulders and hear that their clothing was contaminated with radiation). A woman talks about being "naked" while lying in a bed with two men. A man and a woman flirt. A man looks at a woman, admires her and makes an anatomical remark in a language that she cannot understand (we see it in subtitles as "nipples get hard in the cold"). A man and a woman talk about having had a romantic relationship, in several scenes. There are several references to a man having been unfaithful to a woman. We see the bare buttocks of a male statue, and we see a statue of a man bare-chested with a cloth loosely draped around his hips. A woman tears open her skirt seam (so that she can run) revealing her stocking top and part of her bare thigh.

VIOLENCE/GORE 4 - A man runs across a threshold, there is a force field that causes deadly rays to be directed at him, and he disintegrates (we see him turning to charred flesh and then falling to the ground, a smoldering skeleton). A man begs another man to kill him (we presume that the man does kill him but nothing is shown). A man stabs a robot in the face and it glows and convulses before falling to the ground. A man and a woman fight on a high walkway, she hits the man with a stick, he is thrown back, he lunges for her and is hit again, he falls over the side and dangles high in the air, the woman approaches preparing to knock him off, and another woman hits the first woman in the head (part of the woman's face comes off, revealing mechanical parts). Planes spiral straight down toward the ocean, followed by many bird-like aircraft, and they all crash into the water: one plane turns into an underwater vehicle while the others are destroyed. A woman is held by a man with a knife to her throat, and another man holds a gun on the first man. A man is grabbed by the leg by a robot and held in the air, the man shoots the robot, the robot drops the man to the ground, and the man shoots a girder that falls and crushes a few other robots. A man and a woman are trapped in a vault filled with dynamite, fuses are lit, the people panic and try to get out of the room, they rush out when the door is opened, and the room explodes throwing them through the air and they lie unconscious. A man shoots two robots with a ray gun, and they collapse. A man is hit hard by a woman, he is thrown across a room, crashes into a wall, he lunges at the woman, she fires a ray gun at him and she runs away across a rooftop. A man punches a woman in the face, and she falls unconscious. A woman punches a man in the face. A man collapses and dies. Flying robots fly toward a man and a woman and they run. We see a man whom we are told suffers from the effects of radiation poisoning: the man's hands are knotted and malformed, his face is swollen with cysts, and his eyes are film-covered and grey. A man and a woman walk through a thick jungle hacking the flora with a machete, and they come upon an angry creature that chases them (it resembles a pterodactyl but with a humanoid face) and we see the skeleton of a large creature. We see the decayed remains of a man's body. We see a statue of two men, one holds a brain in one hand and the other man is limp with a large opening in his head. Air raid sirens blare, bird-like planes fly over an air base, and they fire many rockets that cause large explosions; people are thrown through the air, and a plane fires on them and chases them. A rocket with a man and a woman on board explodes mid-air. A battle involves vehicles that fly and can move in water and robots that come out from under the sand: the robots are shooting at the vehicles, the vehicles shoot back at the robots, a robot explodes, the shockwave throws a vehicle into a rock wall damaging it, and a vehicle is crashed into another robot and explodes (the pilot ejects before the collision). A plane is chased by many bird-like planes through city streets, and there are several near collisions with walkways, buildings, trucks, etc., (several of the bird-like planes do crash). The wall of a building is blown in by large robots, the robots have tentacle-like arms, they march into the building, a man is trapped under debris, and one robot wraps a tentacle around the man and holds him high in the air. Air raid sirens blare, we hear and see large robots flying over a city, people run in fear through streets, and the robots land and march loudly, crushing cars under their large "feet"; police officers fire their guns at the robots, and the robots shoot rays from their heads. A plane fires at robots, the robots fire back at it, a rocket is fired, and it blows part of a robot's leg off causing it to crash to the ground. A robot kicks a car across a street, a woman is nearly hit by the car, and she falls to the ground and is nearly stepped on. A huge sword falls toward a man and a woman on a high walkway, the walkway is broken and they nearly fall. A man and a woman bicker in several scenes. A man tells a man that he has come to kill another man. A man holds a gun on a woman. Several people trek across a frozen landscape and come upon an abandoned mine that is contaminated with radiation. We see a list of people's names with several of them crossed off. We read in a newspaper and hear people discussing that several scientists are missing. A man talks about having been taken prisoner and that his captors threatened to cut off his fingers. A woman meets a man whom she does not know in a dark theater and the man talks about being afraid that someone is coming to get him. A man and a woman are approached by a large ostrich-like creature. A man and a woman break into a laboratory, it is in disarray, we see creatures in jars of liquid, and we see a miniature elephant held in some kind of force field. A man pleads with a woman not to become involved in dangerous activities. People talk about a "doomsday device." A man confesses to having done "terrible things" in a secret laboratory during a war. A plane has a damaged wing (we see flames and black smoke billowing from it). We see many crashed ships and other debris. A flying airstrip is fired upon and hit a few times.

LANGUAGE 3 - 1 sexual reference, 2 anatomical terms, 4 mild obscenities, 4 religious exclamations.

DISCUSSION TOPICS - Scientific experimentation, evil masterminds, greed, love, sabotage, trust, betrayal, adventure, taking risks, jealousy, competition, Shangri-La, radiation poisoning.

MESSAGE - There are more important things in life than just "getting the story."