The fourth film in Barry Levinson's coming-of-age series set in 1950s Baltimore follows two Jewish brothers (Adrien Brody and Ben Foster) who experience anti-Semitism and fall for "forbidden" girls: a WASP debutante and an African-American. Also with Orlando Jones, Bebe Neuwirth, Joe Mantegna, Rebekah Johnson, David Krumholtz, Richard Kline, Vincent Guastaferro, Justin Chambers, Carolyn Murphy, James Pickens Jr., Anthony Anderson, Frania Rubinek and Kiersten Warren. [2:07]

SEX/NUDITY 6 - Lots of sexual innuendo, including a reference to fellatio and discussions of human and animal penis sizes. Some kisses; we see a couple kissing passionately in a car and briefly see a boy and girl kissing passionately on a bed. We see a wet spot on the crotch of a boy's pants, implying that he ejaculated when a girl briefly touched his leg. While a boy is sitting on the floor of a car, he stares at a girl's bare legs and sees part of her slip. In several scenes taking place in a burlesque theater, we see scantily clad women dance suggestively and begin stripping; in two scenes we briefly see a woman's bare buttocks and in another we see a topless woman with tassels on her breasts. Outside a burlesque theater we see posters of scantily clad women.

VIOLENCE/GORE 2 - A scuffle and a fistfight with several punches in the stomach and face. Men yell and need to be restrained from hitting each other. Reckless driving; we see a boy drive his car through a garage door (he gets a very small bloody facial cut). A boy with a bruised, cut face and bandages on his arm is seen in a hospital bed. Two instances of threatening with guns. We hear a girl vomit.

LANGUAGE 6 - About 3 F-words, lots of anatomical references and slang terms, lots of scatological references, lots of mild obscenities, some insults and several racial epithets.

DISCUSSION TOPICS - Being Jewish, anti-Semitism, racism, discovering one's sexuality, discovering people and ideas outside of your "world," falling in love, gambling rackets, burlesque shows, abduction, courage.

MESSAGE - Your youth is a memorable time marked by discovery, curiosity, disappointment, hope and innocence lost.