Several young men and young women discover that they are all having the same terrifying dreams, which include a horribly disfigured man wearing knives on his hands. They soon begin to die, one by one. Also with Jackie Earle Haley, Kyle Gallner, Thomas Dekker, Kellan Lutz, Rooney Mara, Connie Britton and Katie Cassidy. Directed by Sam Bayer. [1:30]

SEX/NUDITY 4 - In a dream, a man with knives on his hand caresses a young woman's bare thigh while she is restrained in her bed, and he climbs on top of her and kisses her face while moaning in a sexual manner. A young man and a young woman kiss.
► A young girl alludes to having been abused by a man (no details are given) and we see non-bloody slashes across her back. A young man and a young woman find a small room where it is implied that children were molested and abused by a man, and the young man finds photos of the young woman as a child -- it is implied that they are sexual, but we do not see them.
► A young woman undresses (we see her bare back), and steps into a bathtub where we see her bare shoulders and bare knees. Young women and women wear low-cut tops that reveal cleavage an a few scenes. Young men are shown wearing swimsuits while practicing for a swim team (bare abdomens, chests, legs and backs are shown).
► When a young woman is bogged down in deep, thick blood in a hallway, a man chasing her makes a crude sexual remark. One young man tells another young man, "Here comes your girlfriend" as a young woman approaches. We hear that a young man is jealous because his ex-girlfriend is dating another young man. A young man invites a young woman on a date.
► A young man and a young woman sleep in bed together (she has her arm draped across him, they are both clothed and there's no implication that they had sex). A young man and a young woman sit on a bed together talking.

VIOLENCE/GORE 9 - A young man falls asleep and dreams of an encounter with a man with knives on his hands, he hears a voice calling for help, he sees two young girls hiding behind large pipes, and finds two dead, blood soaked-bodies hanging in a machine room: the young man is then stabbed through the back and while in the dream we see the blades and the hand push through the young man's back and blood pours from the wound, in the real world we see a huge bloody hole open in his chest and he falls to the floor dead; we then see the young man hanging by his feet in the dream world and the murderer explains that after the heart stops beating, the brain continues to function for 7 minutes (the young man screams).
► A man with knives on his hands reaches through a mirror hanging on a wall and stabs a woman in the back of the head and through the eyes (blood gushes); she is then pulled back through the wall while a young woman watches and screams.
► A man's hand is cut off (we see it separate and we see bloody tissue and the stump), his throat is cut (we hear a crunch and we see blood pour from the wound as he falls to the floor) and a fire is started in the room where he is lying motionless.
► A young man with a blade fights with a man with blades on his hand, and they slash at each other (we see a bit of blood on the young man).
► In a dream, a young man fights with a man with knives on his hands: the man holds the young man's hand and forces him to cut his own throat with a steak knife and in the real world, we see the young man cut his own throat slowly (we hear ripping and blood pours from the wound) while a young woman watches and screams.
► While dreaming a young woman thrashes and screams violently, a young man tries to wake her up, she levitates, slams into the ceiling and walls repeatedly, hovers over the bed and is slashed from her chin to her abdomen (blood sprays and splatters on walls and on the young man, and the young woman falls to the bed). In a dream, a young woman fights with a man with knives on his hands: he throws her against a wall and ceiling, she stabs him in the eye with scissors, and he pulls the scissors out (we hear a squish and see stringy blood when the scissor is pulled away). In a dream, a young man is slammed into a pipe three times and we see his bloody nose and face; he is then slashed across the chest by a man with knives on his hands (we see blood).
► Many men and a woman chase a man, he locks himself in a factory building and pleads for them to leave him alone, a fire is ignited and we see the man inside engulfed in flames; he screams, there is an explosion, the man runs out of the building now fully engulfed in flames and still screaming, and we see his melted skin and malformed features.
► We see a very bloody body wrapped in a clear plastic body bag being dragged in a hallway and then standing up and talking to a young woman, asking her to hang out (we see the dead woman's very bloody teeth and mouth when she smiles and laughs). We see several blood-soaked bodies hanging in a machine room. In a dream, a young woman looks for her dog outside at night and she finds him dead with large bloody slashes on his side.
► In a dream, a young man searches through a dark diner to find someone, walks through the kitchen where there are flames burning on the stove top with pig heads and hooves in pots, and a man with blades on his hands slashes at him, cutting his hand (we see blood on the young man's hand when he wakes up). A young woman dreams that a man with knives on his hands slashes at her and cuts her arm (we see blood on her arm).
► A young woman falls asleep and dreams that a man with knives on his hand chases her into her house, she hides in a closet, he appears next to her, she breaks out of the closet and runs away, she becomes bogged down in deep, thick blood that fills a hallway and slips under the surface only to fall out of the ceiling of her bedroom and onto her bed, where she is restrained.
► In a dream, a young woman searches in a dark attic, she finds a doll with a dress that has been slashed across the chest, she hears a noise and turns around, and a man tackles her to the floor, she screams and wakes up. People are shown grieving at a funeral, a young woman imagines that she sees herself as a young girl throwing flowers into the grave and when the little girl turns around, we see slashes on her dress; the young woman also imagines a bloody hand reaching out of the grave to grab her ankle.
► A young man runs from a house where a young woman has just been murdered: he is covered with blood and surrounded by police officers, who handcuff him and take him to jail.
► A young man falls asleep while swimming and dreams that he is pulled under water; when he surfaces, he is in a different place (we see him later and he is OK). A young woman falls asleep and dreams about a man with knives on his hands, who caresses her hand with a blade and licks her face. A young woman falls asleep in a car and dreams that a man with knives on his hand pulls her out of the car violently (she wakes up with a start).
► A young woman falls asleep in a classroom and the people around her become ash and blow away; a man with knives on his hand approaches her and pushes a knife toward her, she screams and wakes up, scaring the people seated around her, and she finds a lock of her hair lying on the desk in front of her.
► A young man and a young woman find a small room where it is implied that children were molested and abused by a man, and the young man finds photos of the young woman as a child -- it is implied that they are sexual, but we do not see them.
► A young woman falls asleep in a bathtub and a hand with blades on it emerges from under the water, but goes back under when there is a knock at the door. A young woman falls asleep and a face and hands push out through the wall behind her and one hand sprouts knives; she wakes up with a start.
► In numerous dreams, we see a man who has been badly scarred from a fire and his flesh looks melted and his features are malformed.
► A young woman burns herself on the arm with a hot cigarette lighter (we hear a sizzle, we see the mark and she moans).
► We see a video of a young man describing not sleeping and at the end of the recording, he falls asleep and his head is slammed into the computer monitor (presumably killing him but we do not see the aftermath).
► A young man follows a little girl in a dream and finds a badly burned and scarred man with knives on his hand reading to several young children; the young man wakes up with a start.
► A young woman describes a badly burned and disfigured man, whom she sees in her dreams. We read newspaper articles about numerous young men and young women dying in their sleep or in crashes. A young man says, "If I dream, I'm dead." We see a sign that reads "bad school" while ominous music plays and children play. A young girl alludes to having been abused by a man (no details are given) and we see non-bloody slashes across her back.
► A young woman is frightened when she hears noises on a roof outside her bedroom window and when she goes to close the window a young man appears and pounds on the glass. A young woman on a hospital bed is agitated when a doctor tells her that she is going to have an injection that will put her to sleep.
► While driving, a young man swerves off the road to avoid hitting a man and the car crashes in a marsh (the passengers are uninjured).
► We see several drawings of dark and tortured figures and faces throughout the movie.

LANGUAGE 6 - About 14 F-words, 1 sexual reference, 6 scatological terms, 2 anatomical terms, 3 mild obscenities, 7 religious exclamations.

SUBSTANCE USE - A young man takes prescription drugs in a few scenes and describes them as "speed for kids with ADD," a young man injects himself in the leg with adrenaline, a young man injects a young woman in the chest with adrenaline, a young man steals adrenaline from a nurse's cart in a hospital and a young man pleads with a pharmacist to refill his prescription even though there are no more refills available (he does not).

DISCUSSION TOPICS - Child abuse, sleep deprivation, dreams, murder, fitting in, repressed memories.

MESSAGE - Don't fall asleep.