A sensitive man (Joaquin Phoenix) falls in love with his troubled neighbor (Gwyneth Paltrow), who's dating married man. At the same time, his parents prefer him dating the daughter of a close family friend. Also with Vinessa Shaw, Moni Moshonov, Isabella Rossellini and Elias Koteas. Directed by James Gray. [1:50]

SEX/NUDITY 8 - A man and a woman are heard moaning and we see movement under sheets: the man is seen on top of the woman, his face is pressed against hers, and they are both moaning and breathing heavily; she screams, and it is implied that they have climaxed.
► A man and a woman kiss passionately and the man presses up against the woman (they are standing outdoors against a wall); we hear the sound of a zipper and they both begin to moan and breathe heavily (there is no visible nudity), the man appears to be thrusting, and it is implied that they have climaxed.
► A woman unbuttons her sweater, pulls out her bare breast and holds it in her hand. A woman is seen dressing after sex (she is standing and we see her cleavage in a bra, her bare back and sides of her torso, and part of her stomach). A man is seen undressing and we see his bare chest and back. A man buttons his shirt after having sex. In a nightclub scene, women are seen in short dresses and low-cut tops.
► A man and a woman lie in bed together after they have had sex (the man kisses her chest briefly). A man and a woman dance closely in a nightclub (they embrace, he kisses her chest, and she rubs his back and sides). A man sits on a bed, strokes a woman's face and kisses her clothed arm.
► A man kisses a woman tenderly, and then passionately. A young teen girl and boy embrace and kiss tenderly on a subway. A man kisses a woman tenderly, and they embrace. A man and a woman kiss on the cheek in multiple scenes. A married man strokes his mistress's cheek with the back of his hand.
► A man "writes" on a woman's bare forearm with his index finger (he holds her arm and strokes it briefly). A man bends over a sleeping woman, puts his lips close to hers like he's going to kiss her, and then pulls away.
► A man asks a woman out on a date. A woman and a man flirt in multiple scenes. A man appears attracted to a woman in multiple scenes. A man and a woman are seen out on a date.
► A woman speaks -- in multiple scenes -- about being in a relationship with a married man who has children. A woman is seen on a date with a married man. A woman talks about a married man she is in a relationship with paying for her apartment. A married man and a woman walk with their arms around each other. A woman talks about a married man leaving his family for her. A married man apologizes for not being in the hospital when his mistress was sick.
► A woman suffers a miscarriage after becoming pregnant by a married man.

VIOLENCE/GORE 3 - A man swings his leg over a boardwalk railing, jumps into the water below (we hear a loud splash), we see him floating underwater with his arms raised, yells for help after surfacing and three men carry him after rescuing him from drowning.
► A woman cries, holds her abdomen (she's in pain and says she's scared), she calls a friend and tells him she is bleeding and may need to go to the hospital and we see her in a hospital bed after suffering a miscarriage and a nurse talks about a "D.N.C. procedure."
► A man plays with a lit match and puts his finger in the flame. A woman holds a man's hand and sees self-inflicted scars on his wrist and arm.
► A man is upset when a woman says, "You're like a brother to me." A man and a woman argue when the man says, "I don't think we should see each other anymore." A woman cries and tells a man to leave her alone. A woman cries over a married man she is dating because he's not leaving his wife for her. A man talks about his fiancée leaving him over genetic testing (they were both positive for Tay-Sachs disease and couldn't have children). A woman yells at her husband saying, "I think he tried again!" (meaning suicide). A man yells at another man saying, "Aren't you going to thank the man who saved your life?" A man cries and talks about hurting himself and ending up in the hospital. A woman cries and tells a man she isn't leaving with him. A man cries and yells at a woman. A man sobs over a woman, and a man cries and holds a woman. A man mentions a conspiracy by drug conspiracies. A man says he feels "dead." A man mentions a "terrorist alert."

LANGUAGE 7 - About 28 F-words, 6 scatological terms, 2 mild obscenities, name-calling (weird, crazy), 1 religious profanity, 8 religious exclamations.

SUBSTANCE USE - A woman take two ecstasy pills on the way to a nightclub. People drink mixed drinks and alcohol in a restaurant, people drink wine during a dinner, and people drink champagne at a party. A man takes medication for psychological problems. A man tells a woman she is being emotional because she is high, a woman talks about passing out in a bathroom from drugs, and a man expresses concern about a woman using drugs.

DISCUSSION TOPICS - Attempted suicide, psychological and emotional problems, living with parents as an adult, break-up of engagement, Judaism, Jewish immigrants, tradition, immigrants in Brooklyn, Brighton Beach, dating, falling in love, deception, unrequited love, voyeurism, infidelity, dating a married man, miscarriage, drug use, Bar Mitzvahs, photography, Tay-Sachs disease, ADHD.

MESSAGE - What drives a man to love is usually the love of a challenge.