PLAY IT TO THE BONE (R, 124 minutes)

Crass and -- even worse -- boring, this comic character study of two unsuccessful boxers will raise barely a bleep on older teens' radar. "Play It to the Bone" is inappropriate for teens under 17 because of a highly explicit sexual situation, standard cussing, graphic verbal sexual slang, sexist and homophobic remarks and constant innuendo, plus several instances of semi-nudity -- topless women and men's naked derrieres. The boxing scenes feature painful-looking blows, amid flying blood and spit. Some characters smoke.

Vince and Cesar (Woody Harrelson and Antonio Banderas) are best friends and has-been boxers in L.A., waiting for a break. Invited to fight the secondary bout at a Mike Tyson event in Las Vegas, they set out for an endless, character-revealing drive with Grace (Lolita Davidovich), the eccentric woman who's been a girlfriend to each at various times. Writer-director Ron Shelton has found humor and warmth in golf ("Tin Cup," R, 1996) and minor league baseball ("Bull Durham," R, 1988), but his boxing flick flounders.

ANGELA'S ASHES (R, 145 minutes)

Leavened with humor, marvelously acted, lovingly photographed, this vivid re-creation of the near-fatal poverty experienced by author Frank McCourt during his childhood in Limerick, Ireland, and described in his memoir "Angela's Ashes," is eminently worth watching. High-schoolers curious about life in other times and places could easily get caught up in the story, despite the film's length and episodic pace. Among the grim events recounted are the tragic deaths of three young siblings. The R rating also reflects the graphic portrayal of alcoholism, a teacher who strikes students abusively, comic scenes about boys masturbating, instances of nudity, a sexual situation, sexual innuendo, profanity and toilet humor.

The story begins in 1935 when McCourt's mother, Angela (Emily Watson), and his alcoholic father, Malachy (Robert Carlyle), reverse the immigrant route by leaving Brooklyn after the death of a baby for Limerick, where there are even fewer jobs and much disease. In a cold, leaky slum house, the family endures more dying babies, an empty pantry, condescending charity and their father's drinking. Finally, the teenage Frank, inspired by a teacher, plots his return to America.

TOPSY-TURVY (R, 160 minutes)

This delicious film is for adults, or high-schoolers bitten by the theater bug. It is a luxuriously long, behind-the-scenes look at a great theatrical collaboration -- that of Gilbert and Sullivan. "Topsy-Turvy" earns its R with scenes of topless women in a Paris brothel, rare profanity, opium use, drinking, smoking and one character's discreet liaisons with his mistress.

Director Mike Leigh and his cast masterfully re-create 1885 London -- backstage at the Savoy Theatre and in the parlors of composer Sir Arthur Sullivan (Allan Corduner) and librettist Sir William S. Gilbert (Jim Broadbent). The movie recounts how Gilbert got the idea for "The Mikado" at an exhibition on Japanese culture, and how he and Sullivan overcame their dry spell, wrote the operetta and triumphed. Big excerpts from "The Mikado" alternate with scenes from the two men's lives; all fascinating.

ALSO PLAYING

Okay for Most Kids

"Fantasia 2000." Only in Imax theaters. Whimsical blend of old and new animation techniques and bits of classical music; only Mickey Mouse in "The Sorcerer's Apprentice" retained from 1940 original. Under-6's may be scared by certain images, sounds, a nasty jack-in-the-box.

"Stuart Little" (PG). Droll, touching, slightly smart-alecky take on E.B. White kid-lit classic about mouse who becomes youngest son of nice human family. Tots may jump when cats chase Stuart; cats swear once or twice.

"Toy Story 2" (G). Clever, touching sequel has cowboy doll Woody kidnapped by toy collector, as Buzz Lightyear and fellow toys go to the rescue. Idea that kids outgrow toys, leaving toys lonely, could upset littlest; some kids spooked by idea of toys coming to life. Six and older.

More for Kids 10 and Older

"Galaxy Quest" (PG). Has-been stars of "Star Trek"-style 1970s TV show beamed up by real space aliens in brilliant, droll send-up of original "Star Trek." Mild profanity; sexual innuendo; battles with space creatures may scare tots.

"Bicentennial Man" (PG). Robin Williams as post-millennial robotic house servant with glitch that makes him long to be human in ruminative, sometimes drab adaptation of Isaac Asimov-Robert Silverberg book. Mild sexual innuendo; rare profanity; inevitability-of-death theme.

PG-13's

"Supernova." Spaceship in 23rd century inadvertently picks up destructive force that plots destruction of human race in murky, forgettable space adventure. Semi-nudity; steamy but non-explicit sexual situations; violent fight scenes; severed hand; rare profanity.

"Snow Falling on Cedars." Ethan Hawke as love-haunted newspaperman in 1950 Pacific Northwest where prejudice taints murder trial of Japanese American man in adaptation of David Guterson's novel. War flashbacks show severed limbs, blood; steamy but not overly graphic sexual situations; racial slurs, profanity; smoking.

R's

"Next Friday." Ice Cube as jobless hero from South Central L.A. who foils bad guys in the 'burbs in rude, lewd, funny sequel to 1995 comedy hit. Nonjudgmental portrayal of marijuana use; sexual innuendo; young, unmarried woman pregnant; toilet humor; negative Latino stereotypes. 16 and up.

"Girl, Interrupted." Winona Ryder as 17-year-old in psychiatric hospital during 1960s in sometimes overdone, mostly excellent film based on Susanna Kaysen memoir; will fascinate some teens, upset others. Graphic suicide incident; drug abuse; profanity; mild sexual situations; cigarettes. High-schoolers.