By Dean Goodman

LOS ANGELES (Reuters) - Another weekend, another movie about terrorists and their nuclear bombs enters the crowded North American box office.

But in the first major upset of the lucrative summer season, the new entrant "Bad Company," starring Anthony Hopkins and Chris Rock, turned out to be a bomb itself, according to studio estimates issued on Sunday. The Walt Disney Co. release, directed by Joel Schumacher, bowed at No. 4 with just $10.5 million for the Friday-to-Sunday period.

Instead, the Ben Affleck spy thriller "The Sum of All Fears" held onto the lead in its second weekend, narrowly heading off the surprisingly strong female ensemble comedy-drama "Divine Secrets of the Ya-Ya Sisterhood."

"Fears" grossed $18.7 million for the three-day weekend, taking its 10-day haul to $61.8 million -- just short of its $68 million budget. The Paramount Pictures release, based on the Tom Clancy book franchise, stars Affleck as CIA ( news - web sites) analyst Jack Ryan, a role previously essayed by Alec Baldwin and Harrison Ford.

"Sisterhood," whose cast includes Sandra Bullock, Ashley Judd and Ellen Burstyn, earned $16.4 million in its first three days. The Warner Bros. film, based in part on the eponymous novel by Rebecca Wells, cost under $30 million to make. It marked the feature directing bow of Callie Khouri, the Oscar-winning screenwriter of "Thelma & Louise."

The audience was 80 percent female, but exit polls showed that the male viewers also like it, said Dan Fellman, Warner Bros. distribution president. Producer Hunt Lowry of Gaylord Films was confident that men who may have been embarrassed to show up on the first weekend would turn out once positive word of mouth spreads.

"This is a great start to a good, long run," Lowry predicted.

"CLONES" STALLS AT $300 MILLION MARK

"Star Wars: Episode II -- Attack of the Clones" fell one place to No. 3 with $13.9 million in the fifth weekend of its disappointing run.

Director George Lucas' sci-fi film has totaled $255 million, and should end up "a little bit over $300 million," said Rick Myerson, executive VP of distribution at 20th Century Fox. The film's 1999 predecessor "The Phantom Menace" ended up with $431 million, No. 4 on the all time list in North America.

"Bad Company" was pulled from its original November 2001 slot in reaction to the Sept. 11 attacks, but was still unable to escape the stigma. The comedy-drama paired Rock and Hopkins as mismatched heroes trying to stop a rogue group from detonating a nuclear bomb. Reviews were uniformly poor.

"We are disappointed. There's no question about it," said Chuck Viane, Disney's president of domestic theatrical distribution.

He declined to cite specific reasons for the film's failure, but observers said potential male viewers were probably distracted by basketball finals on Friday and Sunday, and the Lennox Lewis-Mike Tyson boxing match on Saturday. It did not help that "The Sum of All Fears," with similar content, beat "Bad Company" to the multiplexes by one week.

Rounding out the top five, "Spider-Man" fell two places with $10 million in its sixth weekend. With $370.1 million banked to date, Columbia Pictures' hit comic-book adaptation now ranks as the No. 5 film of all time, surpassing "Jurassic Park" ($357 million).

The top 12 films grossed $102 million, off 13 percent from last weekend, but up eight percent from the year-ago period when John Travolta's "Swordfish" was tops with $18.2 million.

New releases next weekend include yet another spy thriller, "The Bourne Identity," starring Matt Damon; and "Scooby Doo," a live action/animated comedy based on the TV cartoon; and "Windtalkers," a World War II drama starring Nicolas Cage, who bombed in his last WWII outing "Captain Corelli's Mandolin."

Paramount Pictures is a unit of Viacom Inc. . Warner Bros. Pictures is a unit of AOL Time Warner Inc . Twentieth Century Fox is a unit of Fox Entertainment Group Inc. . Columbia Pictures is a unit of Sony Corp ( news - web sites).

LOS ANGELES (Reuters) - Following are the final data for the top 10 movies at the North American box office during the June 7-9 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 .......... $19,230,111

BOX OFFICE SO FAR: $62,314,003

2. Divine Secrets of the Ya-Ya Sisterhood .......... $16,167,412

BOX OFFICE SO FAR: $16,167,412

3. Star Wars: Episode II: Attack of the Clones .......... $14,011,713

BOX OFFICE SO FAR: $255,106,352

4. Bad Company .......... $11,007,367

BOX OFFICE SO FAR: $11,007,367

5. Spider-Man .......... $10,311,062

BOX OFFICE SO FAR: $370,428,183

6. Spirit: Stallion of the Cimarron .......... $9,303,808

BOX OFFICE SO FAR: $53,648,859

7. Undercover Brother .......... $7,301,145

BOX OFFICE SO FAR: $23,619,365

8. Insomnia .......... $6,122,478

BOX OFFICE SO FAR: $52,017,508

9. Enough .......... $3,782,592

BOX OFFICE SO FAR: $33,813,043

10. About A Boy .......... $2,653,520

BOX OFFICE SO FAR: $32,448,670

Reuters/Variety

John L.:  Blah, blah, blah.  The chick flick beat out the hip pic.  The Divine Secrets of the Ya Ya Sisterhood had been goofed on for weeks for being a pure all girl extravaganza that men should avoid at all costs.  People seem to forget that there are more women than men so a movie geared toward them has as much chance as the million movies geared toward guys.  The success of this movie is due to so many saying it would bomb.  The title is very dumb, but it is odd enough to garner the attention it needed to earn the $16 million it got this week.  On the other side of the box office is Chris Rock and Anthony Hopkins in Bad Company.  This movie was held back until now, but it looks like no one was holding their breath waiting for this film to be released. It is all about how good the trailer and the premise and this movie did not succeed in either.  Rock is touted as being the funniest man alive, but he hasn't been in a hit movie since Lethal Weapon 4 and New Jack City.  For some reason African American actors are only allowed to play 2 types of parts in film, cops and hustlers.  Why couldn't Bad Company start with Rock as a "fast talking," unorthodox CIA agent who gets the job done while driving his superiors crazy with his antics.  But no, they had to have the smart Rock character killed off and replaced by the ticket scalping con man.  The Kobe, Oprah, and rap references are already dated, and Hopkins looks more bored here than he did in Mission Impossible 2.  If Rock is to succeed in movies, he will have to take chances and stop playing characters that are just him doing his stand up act.  That's funny on HBO, but is boring in a movie that needs a plot that can run for at least 90 minutes.  Summer 2002 started out very good, but is starting to slow down.  Maybe next week will be better.

REST OF THE TOP 10 IN 10:

1.    I think Bad Company and Sum of All Fears could have been more interesting if Morgan Freeman's Fears CIA guy was in Bad Company, while Hopkins' was the one in Fears.

2.    And just for fun, how about Chris Rock as Jack Ryan, and Ben Affleck as the ticket scalping hustler?

3.    At the rate the Star Wars movies are going, they may as well just use computer animation for every character except for Yoda and have the future Dagobahonian played by Verne Troyer from Austin Powers 2 and 3.

4.    Also, for the next movie, I suggest that Mr. Lucas try to build a set or two this time just for fun, because these actors are starting to look cross-eyed staring at green screens all day.

5.    The question I have after watching Spiderman the movie is how does his organic webshooters go through his costume so smoothly?

6.    In the Spiderman comic book, he has artificial webshooters that are around his wrists, but at the same time it never has made sense that he has all the powers of a spider except the main one, being able to shoot webbing out of his ass.

7.    The Undercover Brother cartoon can be found at www.urbanentertainment.com and it is not that bad for an internet animated web show.

8.    Insomnia advertises itself as having 3 Academy Award winning actors in it which just shows you that the Oscar does not really have anything to do with how much money a film makes at the box office.

9.    Poor JLo has a failing movie, failing music career, and a failed marriage all at the same time much like when The Wedding Planner came out and she had the number one film, the number one album, and had just dumped P. Diddy.

10.    The makers of About a Boy are being sued by the owners of the song "Killing Me Softly" for its misuse without permission in the film, while Roberta Flack continues to fail American Idol auditions.

Next week is the big trifecta of Scooby Doo, Bourne Identity, and Windtalkers.  One of those movies should open very huge.  Oh joy.  Bye for now.