Tony Stark, a.k.a. Iron Man (Robert Downey Jr.), finds himself unable to sleep and troubled by the idea that he will not be able to protect the one thing that matters most to him, Pepper Potts (Gwyneth Paltrow). When a terrorist unleashes gruesome attacks on innocent civilians, Iron Man is thrown into action. Also with Don Cheadle, Guy Pearce, Rebecca Hall, Jon Favreau, Ben Kingsley, Paul Bettany, William Sadler and Ty Simpkins. Directed by Shane Black. [2:10]

SEX/NUDITY 3 - A man and a woman kiss. A man and a woman hug and he kisses her on the cheek. A man kisses a woman on the cheek. A man and a woman hug and caress each other.
► A man in a hotel suite is shown bare-chested and a woman is shown wearing a bra and panties (revealing her bare back, shoulders and upper thighs) and sex is implied. We see a man and a woman sleeping in bed together.
► A man has a tattoo of another man on his arm and he has changed his hairstyle and facial hair to match what the man looks like also. A man ogles a nurse caring for him in the hospital.
► A man finds two women wearing lingerie lying in a bed (cleavage and bare shoulders are shown), and another man comes out of the bathroom and makes a crude remark (sex is implied). Many women wear bikinis during a beauty pageant (we see cleavage, bare abdomens and legs). Many women wear low-cut dresses that reveal cleavage, bare shoulders and backs at a party. A woman strapped into a device is shown wearing a sports bra and pants (cleavage and bare abdomen are visible). A woman lying on a sofa and wearing a low-cut dress reveals cleavage and she acts intoxicated. Several women wearing bikinis (cleavage, bare abdomens, backs, legs and arms are shown) play ping-pong. A woman wears a sports bra and leggings that reveal cleavage, bare abdomen and arms and a man remarks that he likes the look. A burning man is shown bare-chested and with tattoos of dragons on his shoulders and chest. A man is shown on an operating table (his bare chest is visible). We see an enormous stuffed rabbit with breasts.
► A woman tells a man, "I am going to take a shower... and you are going to join me," and the man accepts (we do not see them in the shower). A man says to a woman, "Let's go to town on each other." A man says about a woman that "she's going to need a cardiologist after I..." and he blows on a New Year's Eve horn (implying sex). A woman asks a man to take off his mask so that she can kiss him (he does not). A woman explains to a man as she enters an office where another man is waiting for her, "It's awkward. He used to ask me out all the time." A man makes a comment about a metal suit that he is wearing pinching his "gooey bag." A man tells a woman that he was with another woman for just one night. A man talks about "doing things in the street that men shouldn't do" when talking about being addicted to illegal substances.

VIOLENCE/GORE 7 - We see TV footage of several men forced to their knees and then shot by several other men with guns (no blood is shown, but we see the men slump to the ground dead).
► There are several scenes that show people "burning" up from the inside and we see their skin glowing and their eyes turn orange, sometimes they cool down, other times they explode (like a bomb), and other times they are shown regenerating or "healing" (we see one burning man re-growing his lower leg and toes after he had blown up): A burning man glows red hot, screams for help and explodes causing destruction all around him and we see an injured man lying on the ground (he has bloody cuts and bruises on his face (we see him hooked up to a breathing machine in the hospital later and recovering even later); we see other victims being taken away from the scene on stretchers. A burning man breathes fire toward another man. A man is injected with a serum that makes him glow red; he yells and gets redder until he explodes. A man glows red-hot and melts the supports of a water tower that falls and floods the area with water and a man is trapped under wreckage (he is OK later). A burning man touches a metal suit encasing a man inside it and we see the man inside becoming uncomfortable from the heat. A burning man holds a boy and threatens him until the boy elbows him in the face and runs away; another man throws a jolt of electricity at the man knocking him out. A burning man grabs a man in a metal suit who cuts the arm of the burning man off (we see the limb separate and then regenerate on the man's body as he yells). A man in a metal suit and a burning man fight and the burning man's arm is broken (we see it bent unnaturally and then snap back into place). A burning man walks out of large flames and we see his skin glowing red with char and cracks visible. A burning person punches a man in a metal suit, and then strikes a burning man and makes him explode.
► A woman slams a man onto a table, then throws him on the floor, she grabs his face and glows red hot, they fight with punches and throws, they shoot at each other, and the man rigs an explosive that blows up and throws the woman into electric wire outside where we see her hanging limp. A man breaks a man's neck with his bare hands (we hear a crunch).
► Pieces of a metal suit slam into a man and he uses them to fly himself around a room while having a gunfight with several other men; we see several men shot (no blood is evident). An automated metal hand breaks through a window and hits a man in the head (he falls to the ground unconscious or dead). Several automated metal suits fly toward two ships and fight with burning men and women; we see some burning men and women thrown off the ships, and some are punched and kicked, a metal suit's head is pulled off (we see exposed wiring), and two burning men are thrown into the air and then are slammed in the stomach and are thrown off-screen.
► A woman holds an injector to her neck and threatens to kill herself; a man shoots her, she gasps and slumps to the floor dead. We see people being pulled violently out of cars and it is implied that they might have been murdered. A man with a gun holds another man on the floor and threatens to shoot him; he then shoots him (off-screen).
► A man slides down a cable when being chased by two burning men, he shoots the two as they approach him, and he shoots a cable holding one end of a shipping container that they are standing on and the two burning men are thrown into the ocean below. Two men shoot at many armed men and we see a few struck and fall to the ground (no blood is evident). A man in a metal suit shoves another man, then throws a pointed statue into the chest of another man (we see the statue sticking out of the man's chest; no blood), he fights several other men, shoots a few and grabs one man around the throat; a hole is blown in a window of the airplane they are on and the cabin de-pressurizes, then a hole is blown in the body of the plane and many people are sucked out and fall toward the ground screaming (no one gets hurt).
► A woman falls toward a man who tries to catch her but misses and we see her falling a great distance into burning wreckage on the ground below (we do not see the impact).
► A rocket is launched into a house that is perched over the ocean and there is a large explosion throwing the three people inside the house through the air; one woman is pinned under wreckage and is later shown with a bloody head and face wounds but OK; the house crumbles and the man inside the house dodges many bullets being fired at him from helicopters, a piano is launched into one of the helicopters and it explodes and falls out of the sky, an explosive is thrown into another helicopter and it blows up and falls out of the sky and the house slides off the cliff and into the water below pulling a person in a metal suit down with it and trapping him under large wreckage (he gets out). A metal floor is melted and we see a woman pinned in wreckage pushed out over the ocean.
► A man attacks several guards using taser devices, guns and explosives (all of the guards fall down motionless, presumably dead; no blood is shown). A man with a device on his hand grabs a man's head and then slams him on a table. A man throws another man over a balcony, and then jumps on top of him. A man with a gun threatens another man and yells at him. A man presses a hot gun against another man's ear and we hear a sizzle. During a fight, the leg of a metal suit is pulled off and then the suit is cut in half revealing the man inside.
► Two men run into each other on the street, then two other men run into each other and one punches the other in the face (we see his nose twisted and bloody, but it heals immediately). A man grabs a woman around the throat and squeezes and then pushes her hard into a wall. A man punches another man in the face. A man is punched and thrown to the ground.
► We see a woman strapped into a restraint while being given an injection that causes her skin to glow red and she moans and thrashes. A man in a metal suit is suspended in the air while another man tries to get the suit off him using a saw (the blade does not penetrate the suit). A man in a metal suit is suspended between two ships.
► A man has a nightmare and we see him hurdling to Earth while wearing a metal suit and just as he is about to crash into the ground he is awakened by an automated metal suit grabbing the woman in bed next to him; the man orders the suit to stand down, then slashes it across the chest and it falls to pieces (the woman is not injured but is frightened).
► A man in a metal suit breaks into a gathering of men and threatens them, asking where a terrorist is. A man in a metal suit propels himself out from under water and into the sky, we hear that his suit's power is very low and he hurls toward the ground; he screams, bounces off a car and crashes to the ground (we see blood on his face, but he is otherwise OK).
► Pieces of a metal suit snap onto a man's limbs and they do so with increasing speed and intensity; one piece slams onto his groin and he reacts in pain, other pieces miss the man and crash into other things in the room breaking them, one piece hits him in the back and all the other pieces that had been attached to him fall off when he falls to the floor (we see blood on the man's mouth). An automated metal suit crashes into a ship and breaks to pieces.
► A man pulls something out of his arm using pliers (we don't see what it is and we don't see blood). A man injects himself in the arm several times and flinches and moans (we see bloody spots on his arm).
► A man is shown on an operating table (his bare chest with a device implanted in it is visible) and a doctor is shown with forceps as he removes something from the man's chest (a piece of shrapnel is shown with a bit of blood on it). We see an X-ray image of a man's body and head. A large image of the inner workings of a man's brain is illuminated in a room. A woman has a scar on her face and forehead. We see a woman with her arm missing below the elbow. A man gasps and coughs as he awakens from a coma and we see bruises and cuts on his face.
► A man shoots a picture of the President of the United States. A man threatens the President of the United States. A man tells a terrorist that, "You just died and I am coming to get the body." A terrorist's broadcast interrupts all TV broadcasts and we see flashes of violence (explosions, shootings, etc.). We see a protest with a man's effigy in flames.
► A boy asks a man, "How did you get out of the worm hole?" and the man has an anxiety attack (he holds his chest, hyperventilates and falls to his knees). A man has an anxiety attack, breathes heavily and falls to his knees on a sidewalk. A woman stands amid rubble after an attack and cries over a cracked metal mask.
► We hear that a terrorist has committed 9 attacks on civilians and many people died. A man talks about the slaughter of Cheyenne Indians in 1864 and refers to a Kuwaiti air base having been attacked and that the wives and children of the soldiers were killed. We hear that in a bombing attack, "Bodies vaporized." We hear that a man blew up a bomb to assist a suicide and that 5 other people died with him. A man tells other people "No talking and no eye contact unless you want to get shot in the face" with a terrorist he calls Master. A man says to another man, "I'm gonna kill you first." A man says, "I wanna blow his face off" while holding a gun to another man's face. A boy tells a man that his father left 6 years ago. A man comes out of the bathroom and makes a crude remark (about the smell in the bathroom).
► A metal suit is struck by a truck and the suit breaks into many pieces on the road (no one is inside). A plant sprouts a new growth and then explodes (we see remains and rubble in the room). Several automated metal suits explode in mid-air. We see three metal suits blow up. A man takes another man's phone and throws it against a wall. A boy holds a potato gun on a man and tells him to freeze; the boy shoots the gun at a glass object in the room and it shatters.
► A man (a bodyguard) tackles another man in an attempt to protect him (no one is hurt). A man throws snow at a pre-teen boy and they both laugh.

LANGUAGE 4 - 4 scatological terms (2 mild), 4 anatomical terms, 1 sexual reference, 6 mild obscenities (1 from a pre-teen boy), name-calling (dummy, dunce [written on a hat worn by a robot], misfits, cripples, war machine, shifty, idiot, lame, piping hot mess, man in a can, yutz, maniac, mechanic, weird, fat cat, devil, jerk), exclamations (bloody), 1 religious profanity, 6 religious exclamations.

SUBSTANCE USE - A man injects himself in the arm several times and flinches and moans, a man says that he has trouble with substances, and a man seems affected by having taken a lot of drugs over the years. Men and women are shown drinking alcohol at a party, a man drinks wine and we see his fully stocked wine cooler, people drink alcohol in a bar, a woman lying on a sofa and wearing a low-cut dress reveals cleavage and she acts intoxicated, and a man drinks beer in a few scenes.

DISCUSSION TOPICS - Insomnia, anxiety, fear, acting, heroes, super-heroes, greed, obsession, 1864 Cheyenne slaughter, desperation, terrorism, sleep deprivation, aliens, egotism, guilt, immoral biotech research, DNA, DNA modification, evil, distractions, revenge, bullies, ideals, salvation, failure, love, PTSD, mistakes, compromises, living in anonymity, oil spills, justice, Trojan Horse.

MESSAGE - Keep what you love close and safe.