By Dean Goodman

LOS ANGELES (Reuters) - America's spooks, under fire in real life for missing clues that might have prevented the Sept. 11 attacks, saved the world at the box office.

The spy thriller "The Sum of All Fears," starring Ben Affleck as CIA (news - web sites) analyst Jack Ryan, replaced the latest "Star Wars" movie as the most popular release at the North American box office, according to studio estimates issued Sunday.

"Fears" earned $31.2 million for the three days beginning May 31, followed by "Star Wars: Episode II -- Attack of the Clones" with $20.7 million. "Spider-Man" was No. 3 with $14.5 million for the three-day period.

Following strong business during the Memorial Day holiday period last weekend, overall ticket sales slid this time, hit by competition from NBA basketball finals. The top 12 films grossed $116 million, off 24 percent from the equivalent three-day portion of the holiday weekend, according to tracking firm Exhibitor Relations.

The top 10 contained one other new release: the urban spoof "Undercover Brother," which opened at No. 4 with $12.4 million. Plans for a sequel are in the works, which means that the top four films are parts of movie franchises, the closest thing to a recipe for success in Hollywood.

"The Sum of All Fears" marks the fourth feature in novelist Tom Clancy's Jack Ryan series. The role originated with Alec Baldwin in "The Hunt For Red October" (1990) and was taken over by Harrison Ford in "Patriot Games" (1992) and "Clear and Present Danger," which opened to $20.3 million in 1994.

Affleck plays a Russia expert who finds himself in the middle of an escalating conflict between the United States and Russia after a rogue group detonates a nuclear bomb in Baltimore. Morgan Freeman and James Cromwell co-starred in the $68 million-budgeted Paramount Pictures production.

'FEARS' BEATS FORECAST

The "Fears" opening tally exceeded expectations of a $25 million-$30 million launch, said Wayne Lewellen, president of distribution at the Viacom Inc.-owned studio.

Exit surveys indicated 90 percent of respondents rated the film "very good" or "excellent." With the box office being dominated in recent weeks by fantasy and sci-fi pictures, audiences were ready for a "real movie," Lewellen said. Indeed two-thirds of the audience was aged over 25, a demographic group perhaps underserved by recent blockbusters.

"Undercover Brother" kept younger audiences happy, though. The $25 million Universal Pictures comedy stars Eddie Griffin as a retro '70s hipster who saves the world from "the man."

Executives at the Vivendi Universal-owned studio compared the film's opening to the first entry in the hugely popular "Austin Powers" spy spoof franchise, which bowed with $9.5 million in 1997 and went on to make $54 million.

"It's the first comedy of the summer and we're very hopeful it will continue to play strongly," said Nikki Rocco, Universal's president of distribution.

Elsewhere, "Attack of the Clones" (Fox) raced to $232 million after 18 days of release, while "Spider-Man" (Columbia) reached $354 million after 31 days. Twentieth Century Fox is a unit of Rupert Murdoch's Fox Entertainment Group Inc.; Columbia Pictures is a unit of Sony Corp (news - web sites).

Rounding out the top five, the equine cartoon "Spirit: Stallion of the Cimarron" slipped one place to No. 5 with $10.7 million in its second week. The 10-day total for closely held DreamWorks' $80 million production rose to $38.2 million.

In the limited release world, positive word-of-mouth pushed the British World War II thriller "Enigma" past the $2 million mark in its seventh weekend of release. The film, which was co-produced by Rolling Stones frontman Mick Jagger, should end up with $7 million-$8 million, said T.C. Rice, president of distribution at privately owned Manhattan Pictures Intl. LLC.

Wide new releases next weekend include the spy comedy-drama "Bad Company," starring Chris Rock and Sir Anthony Hopkins, and the female-skewing adaptation of "Divine Secrets of the Ya-Ya Sisterhood."

LOS ANGELES (Reuters) - Following are the final data for the top 10 movies at the North American box office during the May 31-June 2 weekend, according to studio figures released Monday by Exhibitor Relations Co. Inc.

Film Three-day Cumulative

Title Gross Gross

1. The Sum of All Fears .......... $31,178,526

BOX OFFICE SO FAR: $31,178,526

2. Attack of the Clones .......... $21,002,876

BOX OFFICE SO FAR: $232,324,344

3. Spider-Man .......... $14,317,411

BOX OFFICE SO FAR: $353,823,544

4. Undercover Brother .......... $12,037,685

BOX OFFICE SO FAR: $12,037,685

5. Stallion of the Cimarron .......... $11,303,814

BOX OFFICE SO FAR: $38,750,089

6. Insomnia .......... $9,945,321

BOX OFFICE SO FAR: $41,612,802

7. Enough .......... $6,808,026

BOX OFFICE SO FAR: $27,148,463

8. About A Boy .......... $4,126,600

BOX OFFICE SO FAR: $27,846,180

9. Unfaithful .......... $2,942,606

BOX OFFICE SO FAR: $45,674,344

10. The New Guy .......... $1,415,261

BOX OFFICE SO FAR: $26,818,276

Reuters/Variety

John L.:  Affleck plus Freeman plus Clancy is the sum of all box office success as the Sum of All Fears opens in the top spot.  Looks like the Jack Ryan character is here to stay.  Eddie Griffin gets to shine as the Undercover Brother and he may have his own little franchise to go back to every 2 years.  After huge box office weekends all May, this one seems to be a bit of a downer.  Not really.  Fears opened a little better than expected and the monsters Spiderman and Attack of the Clones came out so long ago that most of their damage is done.  For the first time movies have grossed over a billion dollars in one month.  Just think how many people could have been clothed or fed or housed if all that money went to the needy instead of overcrowded, sticky floored, stale popcorned, uncomfortable seating, bad air conditioned, overpriced claptrap movie studios.  Oh well, Americans have their priorities and they seem to revolve around water cooler conversations. Since Sugashack continues to email me, I feel obligated to continue to post his mini reviews.  Careful, there is a major spoiler included in it for Sum of All Fears.

THE SUM OF ALL FEARS: FULL REVIEW

What scares people the most? Their own personal harm? Harm to a family member? Harm to people you don't know? Having no money? Terrorism? War? Peace? Men in Black 2? Basically, people have the fear of being hurt which can include everything from a knee scrape to being blown up in an explosion. Thresholds of pain vary from person to person, but no matter what you might think, a death wish is not high on anyone's list. The new Tom Clancy movie's title refers to the fear of hurting many persons at once with a device of mass destruction known as a nuclear bomb. Only 2 have been used in war and they were both dropped by the United States of America in August 1945 on Japan. The devastation of those two days was so intense that even though other countries have nuclear bomb capabilities, no one has had the balls to use it again even though it has been considered several times during the Cold War and even now between Pakistan and India. If it was not for the radiation aspect of it, if they could be just as devastating, nuclear bombs would have been used again most likely. The USA and the USSR decided in the late 1980s to end the Cold War and stop threatening to blow up the world by decommissioning most of the nuclear arsenal. There are still plenty to use in case of an emergency, but the general feeling is that barring a massive miscommunication, those nukes will remain unarmed. This peace agreement has really screwed up Hollywood and literary storytelling because the Russians were a favorite target of writers for years. So, in Sum of All Fears, a group of radical fascist neo-nazis want to start a nuclear war between Russia and America. If the 2 superpowers destroy themselves, then only a sort of Fourth Reich could occur to control what's left. If you buy the set up and motivation for this movie's plot then you will enjoy Sum of All Fears. People have said that what happens in this movie is unlikely, but possible. I tend to disagree since the methods the fascists use to get a bomb into the United States is very suspect and too contrived. Even if it did get as far as it does in this movie, it is very unlikely that the United States Government would believe that Russia would sanction a secret terroristic attack on American soil. It would be immediately discovered that it was a terroristic attack. The characters in this movie like the President and the top people of the Defense Department and the CIA are made to look like idiots as they struggle with what to do with the Russian government even though any idiot would realize they would have nothing to do with sneaking in nukes to a football stadium. However, taken on face value, the movie is entertaining in a dramatic way and not realistic one. Fears is also not an action movie. It is a tense suspense drama as you wait to see if the bad guys succeed and if the good guys have any chance at stopping them before all hell breaks loose. The movie is never boring and is acted well. Ben Affleck takes over the role of CIA analyst/operative Jack Ryan previously played by Alec (Hunt for Red October) Baldwin and Harrison (Patriot Games; Clear and Present Danger) Ford. Affleck is supposed to be the young version of mainly the Ford version, but it really never comes across as being a prequel to those other movies since Sum of All Fears takes place in the present day and not some time in 1980. It plays more like the James Bond movies when they change lead actors. You do not have to have read any of the books or seen the other movies to follow this plot. It plays fine on its own. This helps Affleck so that he is not really compared to the others before him. In fact, Fears is much better than any of the Ford versions, and nearly as good as the excellent Hunt for Red October. Also, Affleck is given enough to do, but he is more reactive to what is going on than proactive. His role is basically to convince the powers that be that what they believe is wrong and that he is right. It is up to other characters to make the final decision, not Ryan. Affleck is not one of my favorites, but he definitely is doing his best work since his small part in Good Will Hunting. Morgan Freeman plays the head of the Central Intelligence Agency, Bill Cabot, and not Admiral James Greer that was played by James Earl Jones in the previous Jack Ryan adventures. Freeman plays the same character he has been playing for the last 10 years, the old wise mentor like in Seven, Shawshank Redemption, and Nurse Betty. He gets the walking through the movie award this time, but his scenes in the football stadium are pretty good as the look on his face when he realizes major major hell is about to come down show why he is still a very underrated actor. His best role still is that of Walter in Brubaker. See that movie and you will not realize it is Morgan Freeman. Street Smart is also another movie he did that he is much better in than Sum of All Fears. James Cromwell finally plays a good guy again after heeling out in General's Daughter and L. A. Confidential. He's okay, but again, nothing he has to do is too hard to convey. The only actor I want to make special note of in this movie is Ciaran Hinds as the Russian President, Alexander Nemerov. He gives the best performance in the movie and I had more confidence in him as a leader than Cromwell's President Fowler. Any scene Hinds was in, he commanded, and was great to watch. His character had just become the new leader of Russia, and the first week on the job he has to deal with the possibility of World War III. It also helps that his face is very odd looking with deep lines of craters showing not age but a life of constant struggle. Very cool guy, and I hope they bring him back in any sequel to this movie. The Sum of All Fears is an entertaining movie that will bring chills to your body as you contemplate how true some of the events in this movie could be. Watching this movie, I hope our government is running things a lot better than President Fowler. Watching the news everyday shows that I should continue to have some doubts. Final Review: 3 1/2 stars out of 5; 7 1/2 out of 10; B+; thumbs up. Go Ravens.

I love the funk. I love to get down. I believe in a conspiracy by the Man. Shaft is one bad mutha... shut my mouth.. I'm just talkin' 'bout Shaft. Pam Grier is one brown foxy momma. Jim Kelly died too soon in Enter the Dragon. Parliament is still the best band to come out of the 1970s. Disco does not suck. Afros were cool especially when the fist pick was sticking out the back of them. Say it loud...I'm Black and I'm proud is a James Brown standard moreso than "I Feel Good." Redd Foxx is funnier than Richard Pryor. Clarence Williams III will always be Link from "The Mod Squad." I like to tear the roof off this mother every once in a while. Tracy Reed was a brick house. Car Wash is one of the best movies from the 1970s. Pimpin' ain't easy, but it sho is fun. Oh yeah, I am down with the bruthas, and I am down with the new Eddie Griffin movie Undercover Brother which is sort of a spoof of 1970's African American culture and spy movies similar to Austin Powers. This movie makes fun of mostly black and white culture stereotypes. Some are spot on funny in an HBO comedy special stand up act kind of way while others cross the edge into down right racist. However, even though jokes about black people and fried chicken and whites wanting to destroy all black culture because of its negative influence are edgy, they will still make you question your own racial perceptions or just plain laugh. I love movies like this because they are more honest with racial issues than any of those dramas Hollywood likes to make dealing with the same subjects. Overt racism should be laughed at since it is so ridiculous. Undercover actually celebrates much of the African American culture that is put down as being perceived racist. The years 1971 to around 1978 is the true African American Renaissance in this country. The Civil Rights movements extreme efforts had lessened as blacks in this country were finally getting a chance to make something of themselves. Well, some succeeded and some didn't like any race, but the entertainment that came out of that time period is cherished to this day by most African Americans. The so-called blaxploitation films are not offensive to blacks, but loved. Look at most of your rap videos and you will see that those playas are constantly playing homage to the original playas of the 1970s. Eddie Griffin plays Anton Jackson, alias Undercover Brother in a star making role where he gets to kung fu the Man back to his penthouse. He dresses like a street hustler out of Superfly and speaks like Link from Mod Squad such as saying "solid" in almost every scene. UB's job is to help the B.R.O.T.H.E.R.H.O.O.D keep African American culture in its various forms alive and defeat the Man who continues to keep a brother down.  Griffin finally gets to show off his comedic skill that he has only hinted at in Deuce Bigelow and Double Take.  He can really hold an orange soda like no other.  His supporting cast is quite adequate especially Aunjanue Ellis as Sistah Girl.  She plays the straight girl side kick to Griffin and tries to keep it real with him to some very funny moments.  Denise Richards as White She Devil is okay, but her acting talent continues to deteriorate.  The bad taste she left in that James Bond movie still resonates in my gut. Fortunately her work in "Wild Things" will keep her on my good side for a very long time.  She has that reading off the cue cards cadence in her voice like she is never sure what the next word she is going to say.  Dave Chappelle as Conspiracy Brother comes close to stealing the movie with his rifts on how the Man is keeping a brutha down.  He is a great stand up and he gets to use that style in his line delivery here and it is very amusing.  His interaction with Neil Patrick Harris, the only white employee in the BROTHERHOOD, is the best in the film.  Harris also has fun with a role that could be deemed offensive, but turns out to somewhat deep.  The scene where Harris' Lance character gets a revelation is quite humorous.  Chris Kataan as Mr. Feather, the Man's right hand man, plays the part like he is doing a Saturday Night Live sketch.  Mr. Feather works for the Man, but is also secretly influenced by black culture and that conflict creates some funny moments.  The fight scene between Mr. Feather and Undercover Brother is probably the best one of the year.   With all of the comedy going on, it is famed dramatic actor, Billie Dee Williams as General Boutwell, who rules it.  He plays the main target of the Man and what they do to him will go down as one of the top 10 funniest things in film.  Be on the look out for the press conference scene and the commercial for Boutwell's new business.  The total outrageousness of those moments will either make you cringe or think you need an appendectomy.  The best way to fight racism is to confront it head on and realize how stupid it is to hate someone for the way they look or for what they like to do.  The diversity of interests help make people and this country great.  Undercover Brother is not great because not all of the jokes hold up like the ones about mayonnaise, but the moments where it hits popular stereotypes and styles is on point.   This movie is very solid.  Final Review:  3 1/2 stars out of 5; 7 out of 10; B; thumbs up.

REST OF THE TOP 10 IN 10:

1.      Don't let the lack of Attack of the Clones falling below $300 million in its third week be your proof that Episode III should just go straight to pay cable.

2.    Attack of the Clones is a massive hit and is the best received Star Wars film in 22 years.

3.    Spiderman has a great chance to make $400 million, but it will probably not beat Phantom Menace's box office take.

4.    Spiderman was great, but the upcoming Hulk and Daredevil movies should make you very very afraid.

5.    The Stallion movie is not breaking records, but is doing well enough to attract a bigger audience on video where traditional animation seems to do better nowadays.

6.    Insomnia continues to keep people awake at the movie houses.

7.    Jennifer Lopez should go back to her roots and try to do some kind of dance musical to stress the aspect of her career she seems to have more success in since her movies continue to just go blah when they come out.

8.    Hugh Grant is probably the biggest British box office star in America.

9.    Unfaithful has good word of mouth but people still are avoiding it more than some thought, so I guess when it comes out on video it should spark better interest.

10.    Eddie Griffin shows up in the New Guy and gets the award for being the only actor in 2 movies that appear in the top ten.

THE SUGASHACK ATTACK!!!

(The following statements are those soley of Sugashack unless I happen to agree with them as well.  Be warned, he is a character.)  

Sum of All Fears : This movie pulls no punches.  That's all I can say. BOOM! Ben Afleck is like the cockroach, a G.D. A-bomb can't take him out! Harrison Ford would have at least pulled an Annakin (Go see Episode 2!)  and Alec Baldwin's ass would have been vaporized on impact. Very enjoyable. Best Ryan movie yet. Although that's not saying much. B+

Undercover Brother : Ah, this movie isn't very good. The only laughs I had, frankly, were at the expense of my fellow Afro-Americans. That wasn't a problem though. The real problem was that beyond an afro and a bucket of fried chicken, there is no real humor. Again this isn't a problem for me, I love stereotypical humor. In this movie, there's not nearly enough. "Oh mammy." C+

Next week, Chris Rock and Anthony Hopkins play spy games in Bad Company.  The quality of that movie is highly suspect.  And if I am feeling especially saucy, I might check out the Divine Secrets of the Ya-Ya Sisterhood.  Bye for now.