Lola (Lindsay Lohan) has grown up in New York City and feels that her life is over when her mother (Glenne Headly) moves her and her two young sisters to the suburbs of New Jersey. She takes solace in the words of her favorite rock star, and she tries out for the school play, hoping for the lead in "Pygmalion." Her competition is the school's most popular girl and their battle of one-upmanship begins in earnest. Also with Adam Garcia, Megan Fox and Alison Pill. Directed by Sara Sugarman. [1:36]

SEX/NUDITY 3 - A boy and a girl dance close together and kiss, and a man and a woman kiss. A girl and a man dance close together in a couple of scenes. A girl admires a boy's buttocks as he walks away. A girl kisses a man's picture, and two girls caress pictures of men and talk about them romantically. Two girls and a boy hug. Girls wear outfits that reveal cleavage, bare abdomens and bare thighs in many scenes throughout the movie. A girl wears a dress and makes herself up to look like Marilyn Monroe (low-cut, revealing cleavage and bare back). Girls and boys dance onstage during a production, wiggling hips. We see a poster of a bare-chested man in several scenes reclining and embracing with a guitar. Two girls change clothes in a train bathroom (nothing is clearly revealed). A girl talks about being a "love child."

VIOLENCE/GORE 2 - Two men fight, shoving and yelling at each other. A girl threatens another girl (saying, "You'll see what it's like to be in my school."). Two girls race through the halls of a school, one tips a garbage can over dumping trash in the path of the other, the other throws video tapes onto the floor causing the other to trip, they both slip and fall on a wet floor, and they slam into locked doors (we see their cheeks press against the glass). Two girls are arrested with a man and end up at a police station. A girl slams her locker door and the lockers on the other side of hers tip over toward girls sitting on a bench. A girl rides her bike into a tree and falls on the ground. A girl trips and falls into a fountain. A girl is pinned against a window by a crowd (we see her cheek pressing against the glass). A man slams his head onto a table. A man throws a donut that hits a police officer on the head, and a girl sprays a woman in the face with hairspray. A bird dropping splats onto a car windshield. A man stumbles into an alley and into a large pile of garbage. People laugh at other people and make fun of them in a few scenes. While a girl tells a story about her life we see it re-enacted in a partly animated scene where a man rides his motorcycle into a truck and she says that he was strewn across two avenues (we see a boot on a street). A man, in a drunken stupor, thinks that a girl killed her father. A woman yells in frustration.

LANGUAGE 2 - 1 scatological term, 1 religious exclamation.

SUBSTANCE USE - People are shown drinking alcohol. One character appears drunk in a few scenes and talks about being in recovery.

DISCUSSION TOPICS - Popularity, high-school, lying, friendship, parental love, city vs. suburbia, disappointment, teen angst, fitting in, gated communities, jealousy, self-doubt, single motherhood, fate, Pygmalion, George Bernard Shaw, competition, hunger strikes, humiliation, depression.

MESSAGE - Friendship means never lying. Reality can be more fun than fantasy.