An 11-year-old girl (Keke Palmer) attending an inner-city school where it isn't cool to be a "brainiac," has a knack for spelling. When her principal (Curtis Armstrong) sees her talent, he and a colleague (Laurence Fishburne) try to convince her to participate in a regional spelling bee. Also with Angela Bassett, and J.R. Villarreal. Directed by Doug Atchison. [1:52]

SEX/NUDITY 1 - A boy kisses a girl on the cheek and a girl kisses a boy on the cheek. A girl tells another girl that a boy is "hot." A woman wears a low-cut top that reveals cleavage in several scenes.

VIOLENCE/GORE 2 - Two girls threaten and tease another girl, and they shove her and tussle.
► A woman grabs her daughter's arm and yells at her, a man and a woman yell at a girl in several scenes, a woman yells at her son when he is brought home by the police, and a man yells at his son and pressures him about winning a competition.
► We hear that a man was shot to death, and we hear that a girl died from an illness.
► A character says, "I may puke."

LANGUAGE 3 - 3 scatological terms, 3 anatomical terms (1 mild), 4 mild obscenities, name-calling (stupid, turd juggler).

SUBSTANCE USE - A man drinks alcohol and a woman smokes a cigarette.

DISCUSSION TOPICS - Death of a parent, death of a child, murder, intelligence, not fitting in, winning/losing, confidence, goals, loneliness, grief, parental pressure, socioeconomic differences, inadequacy, living vicariously through your children, separation/divorce, disappointment, publicity, celebrity, sexual harassment, cheating, racism.

MESSAGE - Convincing yourself that you are going to fail is a self-fulfilling prophecy and brings about failure.