A recently divorced woman (Jodie Foster) and her daughter move into an enormous brownstone in Manhattan, which was owned by a very wealthy and paranoid man. The new homeowners are not even unpacked when three men break into the house looking for hidden fortune. The only place to hide is a special, supposedly impregnable "panic room." Problem is, that's exactly where the fortune is hidden. Also with Forest Whitaker, Dwight Yoakam, Jared Leto, Kristen Stewart and Patrick Bauchau. [1:48]

SEX/NUDITY 2 - A woman is shown in a bathtub and we see her bare shoulders. A woman wears a tight-fitting tank top that exposes cleavage throughout the movie. A woman says: "there are three things I'll do to you if you come over here and jump in bed with me."

VIOLENCE/GORE 7 - A man is shot in the head; we see blood and other matter splatter and he falls to the floor (we also see a large bloody hole in his forehead and a large pool of blood collects under his body). A man is shot in the head and blood splatters on a woman's face. A man is grabbed, shoved, punched, hit with a lamp and kicked repeatedly (we see his very bloody face and his twisted arm, and we see him later with a blood-soaked shirt, a gash on his nose and a lot of blood on his face). A man gets his hand caught in a steel door and he's stuck there for some time; he moans and whimpers in agony (when the door opens, we see him pick something up off the floor which could be pieces of his fingers, but it is not clear). A man is hit on the head with a sledgehammer and he falls back over a railing ending in a landing below with his leg twisted under him. A woman lights a lighter inside a vent filled with propane gas; there is an explosion and the flames cover the ceiling of the room where two women lie on the floor; the flames burn a man's face (we see blisters on the side of his head and ear and half of his eyebrow is singed off, his arm is also on fire) and a hose and propane tank ricochet around a room spraying flames. A man and woman wrestle and struggle and the man bangs the woman's head on the floor knocking her out. A man raises a sledgehammer over a woman's face. A man is shot at repeatedly. A young woman is used as a shield as men walk through a house. Propane gas is pumped through a ventilating system and two women gag and cough. A young woman jumps on a man's back and pokes him with hypodermic needles, he throws her off and punches her hard in the face. A woman breaks a mirror and then walks through the shards of glass. On a video surveillance monitor, a woman sees three strange men in her house, she panics, runs through the house to get her daughter, and the men follow her with guns drawn. A woman and her daughter play cat and mouse on an elevator, with the intruders pounding on the door trying to get at them. There are many tense moments when the people inside the panic room try to figure out what the people on the outside are trying to do and vice-versa. A woman tries to retrieve a cell phone from under a bed before men who are after her find her. A man threatens to kill a young woman. People are threatened with guns on several occasions. A young woman is given an injection in her abdomen. A young woman tries to comfort her mother by telling her that "people don't get buried alive anymore; it used to happen all the time." Three men yell at and abuse each other on several occasions, and on several of these occasions there are discussions about whether or not to kill two women. There are several scenes with loud hammering, banging and drilling. A young woman, who is apparently a diabetic, convulses when her blood sugar drops and is then shown lying on the floor shivering. A woman uses the toilet and we hear the trickle.

LANGUAGE 10 - 62 F-words and derivations, 1 obscene hand gesture, 20 scatological terms, 9 anatomical terms, 9 mild obscenities, 6 religious profanities, 12 religious exclamations.

SUBSTANCE USE - A woman is shown drinking wine. A man is shown smoking drugs.

DISCUSSION TOPICS - Claustrophobia, divorce, adultery, diabetes, greed, desperation, custody battles, paranoia.

MESSAGE - Greed will blind you and get you nowhere.