By Gina Keating

LOS ANGELES (Reuters) - "Spy Kids 3D: Game Over" beat "Lara Croft Tomb Raiders: The Cradle of Life" in a weekend box office derby that pitted the two new action sequels against each other and the potentially Oscar-bound horse-racing saga "Seabiscuit."

According to studio estimates released on Sunday, the third installment in the "Spy Kids" adventure series about the sleuthing Cortez family grossed $32.5 million during its first three days, beginning Friday, to rank No. 1 in North American ticket sales this weekend.

The "Spy Kids" trilogy as a whole has generated $230.8 million since 2001 for Dimension Films, a division of the Walt Disney Co.-owned Miramax Films. In the latest tale, the two Cortez kids travel inside a 3-D video game to capture a world-destroying villain played by Sylvester Stallone (news).

Miramax co-chairman Bob Weinstein credited the new sequel's strong opening in a summer movie season that has been rough on sequels to goodwill earned by the first two films.

"When you get the franchise right and (audiences) have such an enjoyable experience, you build a brand name," Weinstein told Reuters. "The 3-D was something fresh. Parents hadn't seen that in a long time and wanted to turn their kids on to it."

Disney's "Pirates of the Caribbean: The Curse of the Black Pearl," a swashbuckling adventure with Johnny Depp (news) and Orlando Bloom (news), hung onto the No. 2 slot with $22.4 million in ticket sales during its third weekend. Last weekend's box-office winner, "Bad Boys II," the action-packed buddy comedy starring Will Smith (news) and Martin Lawrence (news), fell to third place with $22 million in its second weekend in release by Sony Pictures.

Paramount Pictures' "Lara Croft Tomb Raider" opened in fourth place with $21.7 million, well below the $47 million debut of the 2001 film that introduced moviegoers to the voluptuous British archeologist made popular in video games.

Wayne Lewellen, Paramount's president of distribution, said stiff box office competition and weaker sales of the new Lara Croft video game may have eroded the film's core fan base.

"We didn't anticipate that the competition level would be quite where it's at." Lewellen said. "This is the first time ever that we've had five movies gross over $20 million on a three-day weekend."

Fifth-place finisher, "Seabiscuit," took in $21.5 million in the most limited release of the weekend's top 10 films, opening in fewer than 2,000 theaters.

The film's distributors at Universal Pictures hope to sustain demand for the true story of a 1930s-era misfit racehorse and the men who made him a champion in theaters through the fall to heighten its chances of winning Oscar gold.

A Universal spokesman said exit polling showed "Seabiscuit" was on track to enjoy strong word-of-mouth recommendation.

Over the weekend, moviegoers shelled out a total of $145.6 million on the top-grossing 12 films, a nearly 10 percent increase over the same weekend last year, according to box office tracking servicer Exhibitor Relations.

1. Spy Kids 3-D: Game Over .......... $33,417,739

BOX OFFICE SO FAR: $33,417,739

2. Pirates of the Caribbean: The Curse of the Black Pearl .......... $23,136,029

BOX OFFICE SO FAR: $176,838,155

3. Bad Boys II .......... $22,051,422

BOX OFFICE SO FAR: $88,503,074

4. Lara Croft Tomb Raider: The Cradle of Life .......... $21,783,641

BOX OFFICE SO FAR: $21,783,641

5. Seabiscuit .......... $20,854,735

BOX OFFICE SO FAR: $20,854,735

6. The League of Extraordinary Gentlemen .......... $5,070,971

BOX OFFICE SO FAR: $52,927,018

7. Terminator 3: Rise of the Machines .......... $5,063,450

BOX OFFICE SO FAR: $137,459,813

8. Finding Nemo .......... $4,391,650

BOX OFFICE SO FAR: $313,119,898

9. Johnny English .......... $4,327,130

BOX OFFICE SO FAR: $18,435,985

10. Legally Blonde 2: Red, White & Blonde .......... $2,707,034

BOX OFFICE SO FAR: $82,171,969

John L.: This was a very exciting week at the box office as for the first time I can recall every movie in the top five grossed over $20 million a piece. For at least three of those five, that is great news. For one it's okay news. And for the other it is not very good news at all. See if you can figure out which is which. This week I have full reviews of all of the new movies.

The first Spy Kids movie was a fun original concept that made Antonio Banderas a watchable actor for the first time in his career. It’s plot of two kids learning that their parents were really spies and need their help was fun and brought in a lot of children to the movie theater. The director, Robert Rodriguez had tapped into a child hero fantasy that had not been seen since the first Home Alone. My original review of that movie has been lost in cyberspace, but it would have received 3 stars out of 5; 6 ½ out of 10; B; thumbs up. It has its good action sequences, but is slow for long stretches. But the chemistry between the kids and their parents is good and all of the gadgets are clever. The special effects were cheaply done, but the story was so good, you forgave it. The series was planned as a trilogy and a year and a half later, Spy Kids 2: The Island of Lost Dreams was released to a fair reaction. For some reason there was no real excitement for its release. It did ok at the box office, but not as well as the first one. It's plot involved the kids finding an island with mysterious creatures that held a device that could lead the holder to control the world. Steve Buscemi is the mad scientist on the island and is funny in his own Fargo/Reservoir Dogs way. He gave a "doing the director a favor" type of performance. Mike Judge, creator of Beavis and Butthead and King of the Hill has fun as the head of a rival spy family trying to get to the island as well. This is a much bigger adventure this time and it takes the children to a complete fantasy story that has them facing sword wielding skeletons, a sea serpent, and a spork. Since sequels need to add things to increase relevance, the grandparents appear to help everybody clear up the mess. Ricardo Montalban is the Grandfather and channels his typical Mr. Roarke/Khan/Corinthian Leather performance. Even though the story is way to fantastic to be taken seriously, all of the actors give a good effort. My review for that movie is 3 stars out of 5; 6 1/2 out of 10; B; thumbs up. A rip roaring time for all. After seeing the first two movies, it would be nice to see the series go on for more than three movies. The main kids, Carmen Cortez (Alexa Vega) and Juni Cortez (Daryl Sabara) seem to be really brother and sister. Their interactions are quite natural with their standard bickering and booger jokes, but when one of them are in trouble, they have each others' back. No matter what the plot, as long as the brother and sister are front and center all would be right with the world. Unfortunately, after 2 pretty good movies, Spy Kids 3-D: Game Over blows it big time by keeping the brother and sister apart from each other for the majority of the film. At the end of the second film, Juni had decided to leave the OSS Spy Kids agency. At the age of nine, he had retired. Now, he works for himself as a private investigator solving crimes like why there is no one at the amusement park in December and what tree the neighbor's cat is hiding in. His sister, Carmen, is still an agent and has ended up missing on her latest mission. Actually, her physical body is in plain sight, but her mind has been entrapped in a new virtual video game created by The Toymaker (Sylvester Stallone). Juni must go into the game and get her out and stop the Toymaker from doing anymore evil. Once inside the game, the movie goes into 3-D and elaborate pseudo video game sequences occur that attempt to fall off the edge of the screen and into your lap. I can't tell you how much I despise this storyline. The movie becomes a solo adventure for Juni as the sister is in stasis, and the parents Antonio Banderas and Carla Gugino show up in the last 10 minutes. Juni is a fun character, but he needs his sister to bounce off insults. He gets help from Grandpa (Ricardo Montalban), but that screen time should have gone to Carmen. In fact, Montalban gets way too much to do and it gets in the way from the point of the series, the kids. The 3-D is the worst since "Bwanna Devil." It is very blurry and anything that attempts to fly off the screen is a poorly animated CGI effect. Watching the movie without the glasses would probably be easier on the eyes. Whoever invented the art of filming things with a green screen so that backgrounds can be inserted later and look horrible, should be arrested and put in a stockade while watching this movie. Every supporting character from the previous films return at one point or another (the end) and it is pointless. You are supposed to go, ooo look its blah blah, but then you realize that blah is about to do nothing. Spy Kids 3 was a chance to have an epic adventure that could have used everyone in significant ways. What is left is a rushed and poorly directed sad excuse for a popcorn break. If you are a fan of the first SK movies, avoid this one like it was SARS or 28 Days INFECTION! When the word gets out that Spy Kids 3-D: Game Over is the worst movie of the year, it won't earn another $30 million at the box office. The biggest crime is that Alex Vega gets so little to do as she is my favorite along with Carla Gugino. Bandereas' first moment in the film is my favorite as he gets the call, but after its 90 seconds is up, it's back to the crap. Letter to Mr. Rodriguez. Don't let this series end with Game Over. Make a Spy Kids 4: The Lost Mission to make up for this grievous error in judgment. Add more gadgets and less green screenish type moments. The reason these movies are popular is the people. More focus on those family relationships as they relate to their crazy lives and success will be achieved. As it stands now, Spy Kids 3 is the worst movie of 2003. Very very disappointing. Final Review: 1 star out of five, 3 out of 10; D; thumbs down.

The Summer of 2003 seems to have two varying themes. One is that comic book movies are easy money. And the second is that people like to watch women who can kick ass. X-2 showed that comic book movies can be good, while LXG proved they can be very bad. Terminator 3 showed that a woman can kick ass, while Charlies' Angels 2 put too much ass in the kick. Lara Croft Tomb Raider: The Cradle of Life tries to combine the two by having a video game/comic book heroine go around and kick butt. Angelina Jolie returns for a second go around as the mammary challenged video game and comics vixen. Lara Croft is an aristocrat who takes great pleasure in stealing stuff from ancient gravesites. It would be great to be around in 500 years when they excavate all of the people who died in the 1970s and see all the bad polyester suits they are buried in. After halting certain Earthly doom when the planets aligned in the first movie, Lara is now assigned to find the obligatory Biblical artifact, Pandora's Box. Damn Indiana Jones for losing that Ark of the Covenant in the warehouse. Actually, the story of Pandora is a Greek myth that rivals the temptation gaffes of Adam and Eve. Pandora was not to open this box because it held horrible diseases that would potentially destroy the world. As always, the best way to get someone to do something is to tell them not to do it. Pandora takes a peek and releases the common cold, VD, smallpox, Plague, scurvy, etc. I guess there are still some Ebola level 20 viruses still inside since Jonathan Reis (Ciaran Hines) believes that if he can find this box, he will be able to threaten to release all sorts of new plagues on the world unless he is paid in full. Being a bio-terrorist must be the new thing since explosive terrorism is so 2001. It just so happens that Ms. Croft has stumbled on a globe lack map in an ancient Alexander the Great hangout. That map will lead her to the box and the secret to the Cradle of Life. Blah blah blah. The movie's plot is pretty ridiculous and would be difficult to buy in a video game. It is just an excuse to have action sequences that could potentially kill Jolie who loves to do her own stunts. These scenes of thrilldom are adequate but a bit stale. They go by very quickly and are over before any type of tension is built up. Croft is also fearless. Whenever danger strikes, she faces it head on unblinkingly. The only moment of fear was when she and her partner, Terry Sheridan (Gerard Butler) had to make a great escape and she told him to go first. Steel nerved action heroes are good, but the best are the ones that are not always sure things will turn out okay. Those vulnerabilities draws the audience into the story more. I find it very annoying that not even a great white shark 6 inches from her face doesn't even raise a goosebump. A strong effort was made here to make LCTRTCOL better and bigger than the first highly panned film. It is bigger, and to a certain degree better than the first, but to me personally I found it less interesting. There should have been more introspection into Lara like what drives her to do what she does. She is rich, why risk her life when she does not have to. Is she all action, or are there instances where her wits would be more important. The majority of the video games are made up of various puzzles you have to solve. Action only comes up every once in a while. If you knew nothing of Croft going into this movie, you would know even less when it was over. She goes from point Z then straight to A. The tepid reaction to this film is because there is nothing there for you to care about. Jolie does the character no favors by being marked up by several gaudy tattoos that have to be digitally removed anytime she is in a bikini or a bedsheet. The famous Croft sexiness is in very short supply. The first movie had that great action sequence in the Croft Mansion when she was invaded by the hitmen. There is not one extended action sequence that is as memorable as that one. Even with twice the action, Tomb Raider 2 was more boring. This will probably be the last Lara Croft movie since by looking at its first week's grosses, people have grown tired of this 2 dimensional character. That's too bad. Final Review: 2 stars out of 5; 5 out of 10; C+; thumbs down.

Coming out the gate at a quicker than expected pace is Seabiscuit, the story of the horse that had the guts and heart to overcome the hardships of its health and the problems of the three people around him to become the most popular figure of the late 1930s. Next to dogs and cats, the most loved animal is the horse. People love to ride them, feed them, watch them, and especially see them race. The sounds of those hooves pounding against the track and the announcers getting all giddy as a horse that was in fifth place half a lap ago is about to take the lead and the Triple Crown. It is also amazing to see that the only thing stopping these horses from bolting off the track and running into the crowd is a five foot two 110 pound bulimic jockey who looks like he would fall apart if the thoroughbred hit the ground too hard. The 1930s were the Depression years of the United States. Twenty-five percent of the work force couldn't be described as being in the work force. The stock market crash had caused formally wealthy swinging 20s partiers to become bitter prohibition drunks and homeless. Hitler was rising to a power yet to be fully realized by the world until it was too late. The President had a strong jaw, but his legs were too weak to stand on. Baseball was still popular, but something more needed to be done to cheer up the masses. Through some form of weird fate, three extraordinary gentleman met and in their own small way united a country in economic and personal turmoil. Jeff Bridges plays entrepreneur, Charles Howard who became a famous car dealer and made enough money to survive the Depression with his wealth in tact and purchased the horse Seabicuit to race in competition. When you get a horse as cantankerous and lazy as Seabiscuit, you will need someone that is able to control him. That man was Tom Smith (Chris Cooper). Smith is almost like a mystic when it comes to his approach to these animals and becomes the nurturing soul that helps tame the wild beast. Howard and Smith were too big and old to ride Seabiscuit, so they needed a jockey. Most jockeys could not deal with the horse's mood swings and it looked like he would never be ridden. Then along came Red Pollard (Tobey Maguire), an abandoned as a child failing boxer with horse racing experience. He was also as moody and crazy as the horse, so they fit well together. With all of the planets aligned, these three humans and a stallion became folk heroes. This movie shows how America became infatuated with these characters and the drama they all had to get to the high points they achieved in the face of tragedy, injuries, losses, and economic frustration. Director, Gary Ross, juxtaposes the major history of the day, automobile assembly lines, stock market crash, Great Depression, the New Deal, etc. with how watching the races became more popular than any current sporting events that occur now including the Superbowl. The acting is very well done, especially Cooper, who plays Smith almost like an Obi-Wan type philosopher. He is funny and serious all at the same time. Jeff Bridges gives the exact performance he did in "Tucker: A Man and His Dream." For part of the movie, I thought it was the same character as his big "horse is too small, jockey too big, trainer's too old, and I'm too dumb enough to realize the difference" speech would fit right in the underrated Francis Ford Coppola film. He is a little too gee whizzie for my taste. Maguire is good, but his monotone delivery doesn't always bring you into caring about his plights, and when he does get emotional it is quite the jolt. He has one of the strangest acting styles that makes you think he is saying or doing something important even though he sounds like he is half asleep all of the time. Since this movie is based on a true story there is very little suspense in most of the races shown. If you have seen any television documentary or listened to a person who lived through the times refer to the days of Seabiscuit and his amazing races, then you know how this all plays out. The movie actually focused more on some of Seabiscuit's losses than wins which was good. Most of the victories are glossed over in a quick David McCullough voice over. The race scenes are some of the best shot ever for a movie and my favorite moment in the entire film is when there is a close-up of Seabiscuit and another horse racing and Seabiscuit turns to look at the competition and gives one of those "wasup dog" taunts and then bolts away in a blur. That little moment was very cool because it was like getting the point of view of the what the horse was thinking and not just the jockey. Laura Hillenbrand's book that the movie is based on is considered to be the best of its kind, and through the McCullough narration, you get to hear some of it. Unfortunately, the movie leaves out some of the more interesting parts of the book like the physical abuse jockeys go through to succeed at horse racing. All you see in the movie is Pollard not eating a lot to keep his weight down. Also, the movie will only focus on one type of traumatic event, when in reality there were multiple problems that led to Seabiscuit getting a rep as a comeback kid. The less you know about the story of Seabiscuit, the more you will enjoy the movie. Knowing too much will spoil the fun. See the movie, then watch the A&E and History Channel specials. Seabiscuit is the first adult level movie of the year that does not resort to extreme violence, sex, and profanity to be enjoyable. It is an inspiring family picture that may even have you cheering at the screen saying "come on Seabiscuit, Daddy needs a new pair of shoes!" Final Review: 3 1/2 stars out of 5; 7 1/2 out of 10; B+; thumbs up.

1. You best start believin' in high grossing movies, Mr. Depp, you're in one.

2. Pirates of the Carribbean has a good chance to overtake Matrix Reloaded as the number two movie of the Summer.

3. Bad Boys II has already outgrossed the first one in box office totals and body count.

4. Bad Boys III will most likely be made where they go into outerspace and meet up with Astronaut Jones from Saturday Night Live.

5. Sean Connery did the movie LXG because he had passed on the Matrix and Lord of Rings for lack of comprehension.

6. I don't know if Connery doing LXG means he is understanding fantasy more or continues to be absolutely clueless.

7. Arnold Schwarzenegger will announce next week whether he will run for the Governorship of California and terminate the adminstration of Gray Davis.

8. Finding Nemo has officially outgrossed the first run box office totals of The Lion King and is on its way to beating it in total lifetime gross as well.

9. At least Johnny English is the highest grossing Natalie Imbruglia movie ever made.

10. It would appear to be the last time we will have to suffer through another Elle Woods Legally Blonde makeover as this sequel is fading fast.

Next week we have 2 very anticipated films coming out. The first is American Wedding, the third in the American Pie series where Alyson Hannigan plays a heterosexual who likes to sit on musical instruments. The other is Gigli with Ben Lopez and Jennifer Affleck. Gigli is setting up to be the most panned movie in 20 years. I hope I have the guts to sit through them both. Bye for now.