Sean Penn stars as a mentally retarded single father who's raised his daughter for her first six years. Now that the 7-year-old (Dakota Fanning) has actually surpassed her father intellectually, questions arise as to his ability to care for her and he has to fight to retain custody. Also with Michelle Pfeiffer, Dianne Wiest, Loretta Devine and Laura Dern. [2:09]

SEX/NUDITY 2 - A man hugs a woman and kisses her neck and shoulder. A woman leans across a table, touches a man's hair (we see some cleavage) and propositions him. A man hugs a woman. A police officer frisks a man and touches his crotch in the process causing the man to flinch and comment about it. We see a baby's bare bottom when she is having her diaper changed.

VIOLENCE/GORE 3 - A man yells emotionally when he and his daughter are separated, and he yells and cries when he is cross-examined in court. A girl hits her father and says she hates him. A woman runs into a coffee table, yells and kicks a bowl of jelly beans which fly all over her office. A man trips down some stairs and drops a cake on the floor. A man dangles from a car door as a car is being towed away. We see what looks like a newborn baby covered with bloody slime after delivery. A woman kicks a man's door in. Security guards restrain a man when he won't let go of his daughter. A woman gives birth and yells abusively and screams at the man who is the father. A woman yells at a man, a woman yells at a man through a door, a woman yells into her cell phone, a man and woman argue. A boy teases a girl about her father being retarded. A boy's father berates him in front of his classmates. A woman drives recklessly and nearly rear-ends another car. A girl climbs out of her window at night onto a roof and down the side of the house several times. There are references to child abuse.

LANGUAGE 5 - 1 F-word, 1 obscene hand gesture, 3 scatological terms, 7 mild obscenities, 6 religious profanities, 7 religious exclamations, many insults.

DISCUSSION TOPICS - Mental retardation and challenges, separation, adoption, intelligence, friendship, institutions, manipulating the truth and lying, psychology and social work, autism, motherhood, foster care, kidnapping, child abuse.

MESSAGE - Always set your dreams high. Intellectual capacity does not determine one's ability to love.