Crispin Glover stars as Willard Stiles, a man who lives miserably, with his elderly and ailing mother in a dark, dusty mansion full of memories of better days. Belittled and demeaned by his boss every day, Willard has only one friend: a rat he names Socrates. When he realizes that Socrates can teach his rodent companions to do anything he wants them to do, Willard realizes that there may be a way to change his life. Also with Jackie Burroughs, Laura Elena Harring, Kim McKamy, and R. Lee Ermey. [1:40]

SEX/NUDITY 4 - A woman caresses a man's face and they hug. A man looks at a pornographic website and we see women in panties (no breasts are visible) and other images show a woman in different stages of undress down to her panties, garter and bra. There is an allusion to masturbation. A woman wears tight tops that reveal cleavage in several scenes.

VIOLENCE/GORE 7 - A woman lies dead and rodents are crawling all over her -- one nibbles and pulls at her heel; we see her body in a body bag and then in a coffin at a funeral. A rodent bites at a man (he screams and struggles and we see blood spurting), the man falls back onto a floor covered with other rodents. Through a window we see the silhouette of a man stabbing a rodent repeatedly (blood spurts on the glass and we hear the rodent squealing). Several rodents jump on a man and bite him (he flails and throws them off). A man pokes another man with a stick several times and the man hits him back with a golf club making him fall to the floor stunned. A large rodent jumps on a man and bites him (blood spurts and he screams), a swarm of rodents pile on top of him and we see him writhing and covered with blood and we hear chomping and squealing. A man uses a stick to violently poke at a rodent in a storeroom (we see its bloody body in a puddle of blood, we see the stick with blood on it, and we see blood splatter. A rodent is trapped in a snap trap and we see its severed paw (it is still moving) covered with blood. A cat hides on top of a cabinet while rodents chew at the legs causing it to tip over and send the cat to the floor; the cat scampers away, the rodents chase her, she jumps toward a hole in a grate where a very large rodent bites at her causing her to fall to the floor, which is swarming with other rodents and they presumably devour her. A man presses a knife against his wrist but does not cut himself. A man sets traps to catch and kill rodents; some are snap traps (while setting them his finger is snapped), others are the sticky paper type. We see one rodent stuck to a piece of sticky paper by its back legs, hear it squeal and see a man come at him with a garden tool in his hand (the rodent is not harmed). A man uses pest bombs and afterward we hear squealing and see many dead rodent bodies, which are swept up and put in a barrel and burned. Many rodents pour out of an elevator and through an office building, many rodents pour out of a fireplace chimney into a house, and many rodents climb out through a toilet -- just after a woman has used it. A small dog chases and barks at a man carrying two bags filled with rodents, the man puts the dog inside one bag and we hear it yelping and crying, he then releases it (it runs and yelps some more). A man puts the body of a rodent into an urn filled with a man's ashes. There are tense scenes showing a large and menacing rodent. Rodents tear at the rubber trim and the wood of a garage door, and tear at the tires of a car until they blow out. A man trains rodents to tear up paper, tires and other objects; we see them tearing, hear them squealing and watch as they swarm around his feet when he puts food out for them. We see an ailing, elderly woman lying in bed; her skin is ashen and she is very wrinkled and in another scene we see her discolored toenails and wrinkled skin. We see a dead bird lying on a desk, and a man's coat collar is stained with blood. A man grabs a rodent by the tail and throws it down basement stairs a couple of times, a man swings a walking stick at a rodent, and a man flips a rodent off a bed by swishing the bedspread. A woman throws a set of keys at another woman. There are several scenes that show rodents swarming all over a house, knocking things over, tearing at things, rummaging through cabinets and along counter tops. A man goes into a darkened basement and sees rodents scurrying behind a grate. There are several scenes of a man who is visibly upset: he quakes and breathes heavily. A woman talks to her son about whether his stool is hard or soft. Creepy music plays with the opening credits and there are images of rodent skeletons becoming animated. We see destruction caused by rodents: chewed boxes, chewed paper, chewed tires and holes chewed in walls. We see rodent droppings covering surfaces in a house, in several scenes. A woman screams when she sees a rodent. A man yells at and is verbally abusive to another man in several scenes. A woman speaks disparagingly to her son. A man grieves over his dead mother's body and mucus drips from his nose. A cat urinates on a floor.

LANGUAGE 5 - 2 F-words (1 mouthed but not enunciated), 9 scatological terms (1 clinical), 5 anatomical terms, 11 mild obscenities, 1 religious profanity, 5 religious exclamations and insults.

DISCUSSION TOPICS - Rats and other rodents, death of a parent or parents, loneliness, murder, revenge, rage.

MESSAGE - Revenge rarely pays off.