Based on the 1960s tongue-in-cheek TV show about super-duper spies, special agent Alex Scott (Owen Wilson) is teamed up with a cocky civilian, World Class Boxing Champion Kelly Robinson (Eddie Murphy) on a dangerous top secret mission to recover a stolen stealth fighter. Also with Famke Janssen, Malcolm McDowell and Mike Dopud. [1:37]

SEX/NUDITY 3 - A woman kicks and punches a man, throws him onto a cot, straddles him and begins to unbutton her blouse. A man and woman kiss. Several women fawn over a man by sitting close to him and rubbing his arms and chest. Several women kiss a man on the cheek, and a woman sniffs a man's neck suggestively. A woman takes off a blanket and we see her in a pair of lace panties and a top. Scantily clad women come into an arena and strut through the walkways. Women wear tight-fitting outfits that reveal cleavage, bare abdomens, bare shoulders and backs. Women wear bikini bathing suits in one scene and men are shown in a bathing facility with towels wrapped around their waists. We see several statues of nudes (mostly female) in several scenes. A woman wears a leather mini-skirt suit that exposes cleavage and bare thighs. Two men admire a woman as she walks by. There is sexual innuendo: A man makes a reference to the size of his endowment, a man climbs out of an escape module that has a decidedly phallic shape, a woman makes a comment about another woman having the look of "total satisfaction," there are suggestive conversations about a man and woman being together on a stakeout for two weeks, a man tries to help another man seduce a woman.

VIOLENCE/GORE 5 - There is a shootout in a bathhouse where several men are shown being hit by bullets (no blood is visible), and an explosion is set off that sends two men hurtling through the air followed by flames and rubble (we see them on the ground motionless). Another shootout on a rooftop has many people firing guns back and forth at each other, and a handglider approaches with a man shooting at the people on the rooftop. A car explodes as it is being driven away and it appears that the driver has been killed. A man breaks into a room shooting several men, a woman kicks and punches him, throws him to the floor and straddles him, she is shot twice (the bullets turn out to be blanks). Two men are chased by men with guns and a flame-throwing tank; they are fired upon and one ends up with a bullet-riddled back (we don't see him being hit, nor any blood). A man touches an electrified railing and gets a shock. Two men jump from a roof onto umbrellas in the street below: they crash through and land hard on the ground, they are chased by men shooting at them, they throw smoke bombs, then float out of a cable car by holding onto a large balloon which is then shot out of the air, and they crash onto a moving transport truck loaded with cars. A woman threatens two men (on separate occasions) with cutting off their genitals -- she goes so far as to cut their belts. Several people are threatened with guns. A man is punched in the face, kicked in the crotch and in the stomach. A man is kicked and punched repeatedly and stabbed in the leg (we see a bit of blood come through his pants). A man head-butts another man, a man is punched in the face, a man is knocked out, another man is punched in the face, and a man is kicked in the crotch. A snow ledge breaks out from under a man who falls and appears to start an avalanche; we see him later coming out of a snow bank, and another man who was buried head first in the snow suffers from a broken leg (he yells in pain when the first man pulls him out by the leg). A plane takes off then sputters and crashes into water, two men surface and one floats on a thermonuclear device briefly. A car is shoved off the back of a truck and lands on a car that's following close behind, another car is blown up and flips off the back of the truck and onto another car, another car is trapped under the ramp of the truck, and yet another car drives over it and onto the road. A man in a bulletproof vest is shot in the chest in a testing facility. A man on a scooter is chased by men with guns, he goes down stairs and they are cut off by cable cars (we see the scooter in a pile after cable cars pass). A man in the trunk of a car kicks another man in the face when he opens the trunk. Two men fight in a boxing match, the landed punches thunder and one of the participants slams hard to the mat when he is knocked out. Another boxing match shows two men punching each other, one is knocked to the mat, then the other is punched and goes down very hard. A man slaps another man in the face, who then tries to punch back several times but the punches are blocked. A man is grabbed at gunpoint and thrown into a van (we see him later tied to a chair and being threatened with knives). Two men attached to a tether from a ceiling crash to the floor a couple of times and are shot at as they climb out onto a rooftop. While in a plane a man is tossed to the floor and rolls around. A plane plunges toward earth but is pulled up before it crashes. A man talks about his grandmother having punched him in the face when he was a child. A man gets a tattoo on his arm (we hear the implement buzzing). Two men spend some time in a sewer and they make several remarks about the odor and what they are wading in. Characters bicker with barrages of insults in several scenes.

LANGUAGE 5 - 8 sexual references, 46 scatological terms, 36 anatomical terms, 26 mild obscenities, 1 religious profanity, 4 religious exclamations and some insults.

DISCUSSION TOPICS - Spies, espionage, arms dealers, terrorism, jealousy, love, betrayal, instinct, nuclear weapons, greed.

MESSAGE - Sometimes it's hard to tell who's on your side and who isn't.