Horror thriller set in a Gothic metropolis where vampires and werewolves have been at war with each other for centuries. The two species inhabit different social strata and have distinct cultures: Vampires are sophisticated and aristocratic, whereas werewolves are street smart and thuggish. Ancient animosities are tested when a vampire warrior known for her prowess as a hunter of werewolves (Kate Beckinsale) and a human with werewolf ancestry (Scott Speedman) fall in love with each other. Also with Bill Nighy, Danny McBride and Michael Sheen. Directed by Len Wiseman. [2:01]

SEX/NUDITY 2 - A man and a woman (she's a vampire) kiss. We see the outline of breasts in the charred remains of a female vampire. Women wear low-cut tops that reveal cleavage in many scenes. Men are seen bare-chested in a few scenes (mainly werewolves, after they change back to their human form). A woman wears a skin-tight leather suit that accentuates her figure, throughout the movie.

VIOLENCE/GORE 9 - A decayed corpse lies in a coffin, a vampire bites her own wrist, the blood fills a chamber and drips into the corpse's mouth, we see the blood traveling through the corpse's tissue and organs, the heart begins beating, and then we see the corpse with blood-filled tubes attached to his back as he walks around a room and speaks. The top half of a vampire's head slides off (we see the bloody matter inside) after having been slashed by a sword and he collapses. A man thrashes and moans and we watch his body change (his ribs crack and shift, and fangs grow) while changing into a werewolf: We watch a werewolf change again with much moaning, thrashing, tearing and popping. Werewolves surround and attack vampires in a train car; a vampire has bloody slashes on her face and chest and we hear her gasping for air, we see the werewolves feeding on the remains afterward and see blood-covered bodies. A shootout on a subway platform between vampires and werewolves shows a lot of shooting back and forth and leaves a vampire disintegrating (we watch as his skin crumbles, a blue light glows through cracks and his skin is eventually blackened), and a woman convulsing, after having been shot. A werewolf tears at the throat of a vampire (we see the glimmer of blood and hear tearing). A werewolf is shot and we see silver nitrate pulse through his veins, his skin is tinged-blue and he lies motionless. We see a dead body with many very bloody bullet holes in his chest and the bullets are dug out with a lot of squishing and slurping. We see a dead body with a bloody neck wound. A branded piece of skin is pulled out of a book (we see it tear away). A werewolf is shot repeatedly and we see him pushing the bullets out of his body (they pop out of the holes along with squishing sounds and a lot of blood). A vampire hits a werewolf hard on the head and he falls to the floor, part of his face is torn off and blood pours from his mouth (we see him lying in a pool of blood later). A vampire is exposed to sunlight, she disintegrates and we see her charred remains. A werewolf lunges toward and bites a man on the neck then spits blood in a vial (we see the very bloody wound several times). A werewolf is shot three times, we see his veins fill with silver nitrate and he gasps for air. A werewolf is shot many times and we see him convulsing, and a werewolf is hit in the chest with three bladed discs (we see him later in his human form with the discs still in his chest; they are pulled out one-by-one with squishing sounds and they are covered with blood). A werewolf pulls a blood-covered bullet out of his body and it smolders. A werewolf is whipped by a vampire with a chain, and the werewolf changes into its animal form and attacks the vampire (we see him lunging toward the vampire). A werewolf is stabbed with a sword (we hear a crunch), a vampire is stabbed through the leg with a sword (we hear crunching when it goes in and again when he pulls the sword out). Many werewolves are shot by a vampire as they lunge and chase her, many werewolves are shot and fall to the ground as they charge growling and snarling toward a vampire, many werewolves are blown up by a grenade, and many werewolves are shot through a door. A werewolf is whipped with a chain several times (we see bloody welts on his back). A vampire and a werewolf fight with punches and kicks: they are both thrown through the air by blows, they snarl and bare their fangs at each other; three men shoot at one of them, one is hit and the three gunmen are beaten by another vampire (we see their necks being broken). A vampire is hit in the face and two vampires face off against each other. A vampire squeezes a man's shoulder a few times and we hear loud crunching and he moans. A werewolf jumps on the roof of a moving car, thrusts a long knife through the roof stabbing a vampire through the shoulder, the driver slams on the brakes, the werewolf is thrown off the car, and then the car races toward and hits the werewolf sending him careening through the air. Two werewolves fight: they growl and slash each other and we see bloody marks on them. A vampire is thrown through the air and crashes into a wall, and a werewolf is thrown through a wall and crashes into water below. A vampire crashes through a subway car window and a vampire and a werewolf break through the door and crash onto tracks where they fight; the vampire grows long fangs, the werewolf changes into its animal form and attacks the vampire. A woman talks about her family having been butchered. We see vampires and werewolves changing when they are angered and prepare to fight: the werewolves become wolf-like and we hear crunching and squishing as their bones shift and their skin stretches over their new form, the vampires' eyes change color (they go blue) and their fangs grow long. A vampire bites a werewolf on the neck (we see blood on the vampire's mouth). A car with two passengers crashes into water, one passenger is unconscious, and the other hits his head on the windshield (we see blood). Two men are chained by the wrists and hang from the ceiling -- they have blood dripping from their necks and a man draws blood from one (we see a syringe filling up with blood). A man performs CPR on a vampire to revive her. A vampire hits another vampire hard in the face, and a vampire punches another vampire in the face. A vampire holds a man by the throat, off the ground. A man has violent dreams depicting torture and murder. A frightened vampire leaps to the ceiling and dangles there while snarling and hissing. Vampires jump from rooftops and windows in several scenes, landing on the ground without injury, and a man falls out a window and lands on the ground without injury. A vampire shoots at stone busts.

LANGUAGE 5 - 3 F-words, 3 scatological terms, 3 mild obscenities, 4 religious exclamations.

SUBSTANCE USE - People are shown drinking alcohol and smoking cigarettes.

DISCUSSION TOPICS - Vampires, werewolves, legends, extinction, racism, feuds, genetic manipulation, decadence, chaos, weakness, revenge, doubt, survival, infatuation, greed.

MESSAGE - Change is a good thing, for all creatures. Question tradition.