Kirsten Dunst, Gaby Hoffmann, Heather Matarazzo, Monica Keena and Caterina Scorsone are a group of clever and ambitious boarding-school girls who thwart the administrators' plans to merge with a boys' school. Co-starring Lynn Redgrave, Rachael Leigh Cook, Merritt Wever, Matthew Lawrence, Robert Bockstael and Vincent Kartheiser.

SEX/NUDITY 4 - Lots of sexual innuendo. Kissing, often passionately. A boy in boxers and girl in a slip kiss in bed, then try to figure out how to use contraceptive foam (the can eventually explodes all over them). A woman undresses a man down to his boxer shorts; we later see them kissing (her dress is unzipped). While a man kisses a woman, he unzips her dress and lifts up her bra (we don't see her breasts). A woman rubs her hips against a boy as they slow dance, and he suddenly jumps away from her, pulling his jacket over his groin (it's unclear whether he has an erection or he ejaculates). A girl moans and moves as if she's having intercourse. A girl reaches for a man's crotch. We see lots of girls in slips and bras, one girl wearing a towel and several pictures of scantily clad women in a catalog of sexual toys. We see several boys in their boxer shorts and a naked man covering his groin area with his hands.

VIOLENCE/GORE 2 - Some boys punch a few other boys. We hear a girl vomiting and see lots of boys vomiting.

LANGUAGE 2 - One anatomical reference (plus a couple slang terms), one mild obscenity and several insults.

DISCUSSION TOPICS - Practical jokes and schemes, drinking, learning about one's sexuality, friendship, standing up against authority figures, bulimia, sexual harassment.

MESSAGE - Girls have the brains and the ability to be and do anything they want.