A simple end-of-the-year sleepover party turns into an adventure when four teenage girls (Alexa Vega, Mika Boorem, Kallie Flynn Childress and Scout Taylor-Compton) end up competing against the clique of popular girls, and the night turns into a non-stop scavenger hunt. The prize is the cafeteria's "best" table and the girls end up in the city sneaking into nightclubs, while trying to keep their parents from finding out where they are. Also with Brie Larson, Sara Paxton, Sam Huntington, Steve Carell, Jane Lynch, Sean Faris and Jeff Garlin. Directed by Joe Nussbaum. [1:30]

SEX/NUDITY 4 - A young man gropes a girl and tries to kiss her, and she pushes him away. A man and a woman kiss, a boy and a girl kiss, a young man and a girl kiss, and a boy and a girl nearly kiss. A young man undresses to get into a shower (we see his bare back), while a girl is hiding in the shower and she watches him. Young men and girls dance and hold each other close. A group of girls makes a date with a man over the Internet, and then goes to a nightclub to meet him (he turns out to be one of the girl's teacher). A girl admires a boy as he jumps with his skateboard over a fountain. People dance in a nightclub, and women dance on pedestals. Four girls undress mannequins in a store window, we see male mannequins in boxers and then see them dressed in women's clothing. Three boys go into a girl's house and fish through her dresser drawers. A girl talks about the fact that she is "blooming." Girls wear low-cut tops that reveal cleavage in many scenes. A man's pants slip down revealing his buttock cleavage.

VIOLENCE/GORE 3 - A young man tells a girl to get out of his car when she will not agree to have sex with him and he leaves her in a dark park. Two girls shove each other and fight, pulling each other's hair and one girl is thrown on the floor. A girl falls through a trellis and lands on the ground, a girl climbs a ladder up to a roof and in through a window, a group of girls climbs a stone wall, and a girl climbs across a rope from a tree fort to the roof of a house. A security guard chases girls in several scenes; he tackles a mannequin while trying to catch them. A girl slaps a boy in the face a couple of times, and a man threatens another boy. A boy on a skateboard slams into a cement column, a boy falls off his skateboard, and a man flips off his bike and crashes onto the street (he appears uninjured). A car rolls into another car, and a car crashes into garbage cans. Girls insult each other and argue in many scenes. Four girls hide in a dumpster and complain of the smell. A man is sprayed with silly string, and a faucet breaks spraying water into a ceiling and making a hole in it. A young man and a dog eat four pizzas, they both burp and moan, and the dog flatulates. A girl smells a young man's gym shoe. Garbage is dumped near a girl and she screams.

LANGUAGE 2 - 1 anatomical term, 3 mild obscenities.

SUBSTANCE USE - People are shown drinking alcohol. Underage girls go into a nightclub using fake IDs.

DISCUSSION TOPICS - Popularity, fitting in, predictability, promises, growing up, lying to one's parents, strict parenting, trust, humiliation, peer pressure, fake IDs, breaking rules, friendship, relocating, saying goodbye to friends.

MESSAGE - Teenagers will do almost anything to be popular.