An ambitious crop dusting plane, Dusty Crophopper (voiced by Dane Cook), plans to enter a big flying race, but he's afraid of heights. Luckily, veteran flyer Skipper Riley (voiced by Stacey Keach) offers to coach Dusty, who has to work very hard to compete with the current champ, Ripslinger (voiced by Roger Craig Smith). Also with the voices of Priyanka Chopra, Brad Garrett, Teri Hatcher, Cedric the Entertainer, Julia Louis-Dreyfus and John Cleese. Directed by Klay Hall. [1:32]

SEX/NUDITY 1 - A male and a female plane kiss briefly. A male plane falls in love with a female plane at first sight, his mouth falls open and he says she is an angel; she rejects his advances until one night he serenades her with the lyrics of "I'm Just a Love Machine," and we then see his cockpit covered with lip-shaped lipstick marks as we hear the female plane's voice calling him as he is pulled off screen, reappearing with more lip prints; he says the female plane is a jaguar. A male plane is smitten by a female plane; he stares at her and smiles as her tail ailerons flap in the wind and they become friendly; they later have an argument, break up and then get back together again.
► A male plane tells another male plane that they will dance, but not with each other since they are both male.

VIOLENCE/GORE 3 - A WWII plane says that he flew 50 missions and shot down 50 enemy aircraft, but we learn that he really flew one mission that killed everyone in his squad except himself, the commander; a flashback shows the planes checking out a Japanese destroyer when the ship's guns fire (blasts of fire and black smoke are shot toward the audience), planes are struck, they catch fire and fall into the ocean and we hear that they all die; a US Navy ship brings up one surviving plane in a winch. A truck tells a plane that he (plane) will run into tornadoes, gale force winds and storms in an air race; the plane does encounter windy ocean areas, icebergs and a snowstorm before running out of fuel; US Navy planes rescue and refuel him, launching him from an aircraft carrier (the carrier's crew wear the insignia of skull and cross bones made from a black piston with a skull face and crossed black wrenches beneath it). A plane hits a pylon, cracks a wing and we see a little black smoke.
► During a race, a larger plane dives toward a crop duster, breaking off the duster's antenna and causing the injured plane to fall and it is seriously damaged by winds; the damaged plane flies through a nighttime rainstorm with loud thunder and many flashes of lightning until the wind forces him down into the ocean where he yells HELP and nearly drowns (he holds his breath with puffed cheeks); he is rescued and we see that his skin is crumpled, his propeller and wings are broken and part of his tail is broken off.
► During a race, a competing plane dives at a crop duster until a huge WWII aircraft appears and chases the attacker; two planes become wedged between rock columns and another plane attacks the WWII fighter and snaps off part of the fighter's tail (this does not appear to affect flight much).
► A crop duster saves the life of a falling and shouting fighter plane by talking him through a safe landing and the fighter plane cries. A small plane tries to increase altitude above the clouds several times, then panics, trembles and seems to almost lose consciousness but does not crash.
► After we see a crop duster flying through a tunnel in the mountains, scratching his wingtips as sparks fly, and barely missing an oncoming train, the screen goes white and we hear an angel chorus; the duster appears and flies to a large temple where Nepalese forklifts are chanting "Ohhmmmmm" and the plane asks them if he is dead and they say no.
► A female forklift hits a small plane with a wrench several times for not following directions (no damage is evident); she then falls over on her side and lets her tongue loll out to show him what he would look like dead.
► We see a broadcast of the "10 Best Air Crashes Of All Time": Two Planes hit objects and crack a wing; we then see glowing light coming from the TV and on the faces of two trucks that are watching as we hear the announcer say that a bad crash occurred.
► We hear three times that a crop duster will die in a big air race. During an argument, a plane says, "They shot Old Yeller at the end, you know." In another scene, a plane tells a crop duster to fly high where there is no oxygen, so there is no explosion in case of a crash and to be aware of hypothermia. A truck argues loudly with one or two small planes several times. One of two planes flying together flatulates causing the other plane to say, "Ewwwww!" A truck recites a corn-fuel motto: "Corn. It gives you gas." Several scenes feature the mention of smelly farm fertilizer and bullies tell a crop duster that he smells like it. An Indian plane tells an American plane that Indians believe all planes will be recycled (i.e. reincarnated) as tractors.
► The crop dusting equipment is removed from between the wheels of a plane off screen and we hear the plane say that the wrenches are cold.
► A bully is shown covered in Porta Potty oil sludge (a car's defecation) after flying too close to a row of three outhouses and knocking them over (we see black pools of sludge); a car that was uncovered from an outhouse uses a sheet of metal to stop a glob of sludge from flying in his face while others make fun of him for being smelly. A plane spits in the air and we hear the spit but do not see it.

LANGUAGE 2 - 5 mild scatological terms (e.g. smelly fertilizer), name-calling (suckers, ladies, crazy, moron, idiots, farmer, farm boy, Vitaminastinkabunch, old, knucklehead, malarkey, fool, crankshaft, twits, bun, loser), stereotypical references to men, women, farmers, phobics, heroes, racing fans, the US military, Americans, Mexicans, the British, the French, Asian Indians, the Chinese, exclamations (heck, dag nab it!).

SUBSTANCE USE - We hear that a plane was disqualified from a race for using illegal performance enhancing fuel. Several sports bar scenes feature cars and planes drinking from straws stuck into petroleum product cans (like human alcoholic drinks) while watching a race, a few planes and cars drink from petroleum product cans at a party, and a few planes sit at campfires drinking from petroleum product cans (could represent either alcohol-type beverages or hot chocolate).

DISCUSSION TOPICS - Fears, goals, challenges, truth, friends, mentors, heroes, courage, determination, different religions.

MESSAGE - You can overcome your fears and physical limitations.