By Dean Goodman

LOS ANGELES (Reuters) - George Lucas' "Clones" clung to the top spot at the North American box office as overall ticket sales for the Memorial Day holiday surpassed last year's record, according to studio estimates issued Monday.

Additionally, second-ranked blockbuster "Spider-Man" passed "Forrest Gump" to become the No. 6 movie of all time, while three new entries enjoyed strong openings.

"Star Wars: Episode II -- Attack of the Clones" ruled the roost for the second consecutive weekend, earning $61.2 million for the four days beginning May 24, said its distributor Twentieth Century Fox.

The space adventure's 12-day total rose to $202.5 million, passing the double-century mark one day faster than its 1999 predecessor, "The Phantom Menace," which ended up with $431 million domestically.

The film's sales for the Friday-to-Sunday portion fell 41 percent from the same period a week ago, which was "pretty steep" but not surprising in a crowded marketplace, said Bruce Snyder, president of distribution at the Fox Entertainment Group Inc.-owned studio.

Meanwhile Columbia Pictures' "Spider-Man" racked up $36.5 million, as its total raced to $334.3 million. Having surpassed "Forrest Gump" ($330 million) on the all-time list, the comic-book adaptation should pass "Jurassic Park" ($357 million) by next weekend, said Jeff Blake, Columbia's president of worldwide marketing and distribution.

The Tobey Maguire vehicle passed $300 million in a record 22 days, beating the old mark of 28 days held by "Phantom Menace." After adding 261 theaters, it is now playing at a record 3,876 locations, beating "Shrek's" benchmark of 3,715.

Blake predicted "Spider-Man" would end up north of $400 million, possibly getting as far as $450 million, which would make it the third-highest grossing picture of all time behind "Titanic" ($601 million) and "Star Wars" ($461 million). Columbia Pictures is a unit of Sony Corp (news - web sites).

'INSOMNIA' LEADS ROOKIES

The top five was rounded out by the three newcomers: Warner Bros.' Al Pacino thriller "Insomnia" with $26.2 million; DreamWorks' equine cartoon "Spirit: Stallion of the Cimarron" with $23 million, and Columbia's Jennifer Lopez thriller "Enough," with $17.5 million.

"Insomnia," a remake of a 1997 Norwegian film, stars Pacino as an L.A. cop who tracks down a killer (Robin Williams) in an Alaskan hamlet. It was directed by Christopher Nolan, who won acclaim last year with the art house hit "Memento." Reviews were ecstatic.

"It really shows that there is room in the summer for an intelligent adult picture," said Broderick Johnson, one of the producers of "Insomnia."

About one-quarter of its $46 million budget went to Pacino's salary, Johnson said. Warner Bros., which distributed the film on behalf of the Alcon Entertainment banner that Johnson runs with Andrew Kosove, is a unit of AOL Time Warner Inc.

"Spirit," an $80 million traditional animated feature targeted at young girls, follows the exploits of a wild horse whose thoughts are voiced by Matt Damon. Its opening exceeded modest industry expectations, and DreamWorks distribution President Jim Tharp predicted it would hold up well as schools break for summer vacation. DreamWorks is privately owned.

"Enough," in which Lopez plays a mother who escapes a dangerous relationship, attracted a young female crowd, said Columbia's Blake. The Michael Apted-directed film cost just $38 million to make, he added.

According to tracking firm Exhibitor Relations, the top 12 movies grossed $194 million, up about 9 percent from last year's Memorial Day weekend, when "Pearl Harbor" opened at No. 1 with $75.2 million.

New releases next Friday include the Ben Affleck thriller "The Sum of All Fears" and the Eddie Griffin comedy "Undercover Brother."

In the limited release world, Miramax's "The Importance of Being Earnest" grossed a solid $470,000 from 38 theaters. United Artists' "CQ," the feature debut of filmmaking scion Roman Coppola, launched with a more modest $56,000 from seven theaters in New York and Los Angeles. iramax Films is a unit of Walt Disney Co.. United Artists is a unit of Metro-Goldwyn-Mayer Inc.

The British World War II thriller "Enigma," which was co-produced by Rolling Stones frontman Mick Jagger, reached $1.8 million mark in its sixth weekend of release. It should end up with $7 million-$8 million, said T.C. Rice, president of distribution at privately owned Manhattan Pictures Intl. LLC.

The top movies in North America -- May 24-27

LOS ANGELES (Reuters) - Following are the final data for the top 10 movies at the North American box office during the May 24-27 U.S. Memorial Day holiday weekend, according to studio figures released Tuesday by Exhibitor Relations Co. Inc.

Film Four-day Cumulative

Title Gross Gross

1. Attack of the Clones .......... $60,003,949

BOX OFFICE SO FAR: $201,309,716

2. Spider-Man .......... $35,814,844

BOX OFFICE SO FAR: $333,641,492

3. Insomnia .......... $26,068,419

BOX OFFICE SO FAR: $26,068,419

4. Stallion of the Cimarron .......... $23,213,736

BOX OFFICE SO FAR: $23,213,736

5. Enough .......... $17,213,137

BOX OFFICE SO FAR: $17,213,137

6. About A Boy .......... $9,621,030

BOX OFFICE SO FAR: $21,752,225

7. Unfaithful .......... $7,554,263

BOX OFFICE SO FAR: $40,996,564

8. The New Guy .......... $5,426,096

BOX OFFICE SO FAR: $24,388,438

9. Changing Lanes .......... $1,909,290

BOX OFFICE SO FAR: $64,448,726

10. The Scorpion King .......... $1,843,965

BOX OFFICE SO FAR: $67,916,715

Reuters/Variety

John L.:  Attack of the Clones continues to rule at the box office but it is way off the pace that Spiderman has set this month.  However, competition is as strong as it has ever been in 2002 with the top 5 movies all grossing over $15 million.  The first four movies in the top ten hit the first box office Grand Slam with the main 4 movie ratings all being represented.  NC-17 still gets no love.  If "About a Boy" was about a Priest and his pew, it might have qualified for the No Children under 17 rating, but no, it went with the safer Hugh Grant romantic comedy.  And they say Meg Ryan movies are predictable.  No full reviews this week, but after a quick top 10 in 10, I have a special guest mini reviewer known only as Sugashack who will make comments about the movies from time to time.  He may update more than EJOSCEIP has.  

REST OF THE TOP 10 IN 10:

1.    Hopefully, George Lucas will make Episode III of his Star Wars saga at least 3 hours long so he can tie up all of the loose ends he left himself after Episode II.

2.    Spiderman has an excellent chance of being the first over $400 million grossing movie since Star Wars Episode I: The Phantom Menace which would be ironic on many levels.

3.    Christopher Nolan likes to make movies about mental ailments such as amnesia and insomnia, so I guess his next movie should be called "Schizoid Mute."

4.    Stallion of the Cimarron is the last of the dying breed of traditionally animated hand drawn cartoons that are somewhat successful as the computer generated ones have nearly taken over the genre.

5.    Has anyone else had "Enough" of bad Jennifer Lopez movies besides me?

6.    Hugh Grant shows that he does not need Julia Roberts to go head to head with George Lucas ego trips.

7.    Adrian Lynne needs to stop trying to remake "Fatal Attraction" every 3 years.

8.    Eddie Griffin has said in interviews he is very upset with the marketing of the New Guy focusing so much on his character when he only worked 3 days on the film and he is barely in the thing.

9.    Changing Lanes is almost out of the top ten just in time to make room for another Ben Affleck movie where he makes the life of a black man miserable.

10.    The Rock may not be the next Arnold, but The Scorpion King has made more money at the box office than the last 3 or 4 Arnold movies.

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.)

STAR WARS EPISODE II: ATTACK OF THE CLONES - SUGASHACK!!!

1. Episode 2 : F'n kick ass. A+. Don't believe that fat bastard Ebert. Go see it in Digital and don't forget to wipe before you leave the theater. You may stain your car seat. 

SPIDERMAN - SUGASHACK!!!

2. Spiderman : This years version of "The Phantom Menace". Lot of hype. Decent movie. Enjoyable. Dunst has nice titties and a big fat head. Definitely not a 300 million dollar movie. Special effects are a little on the weak side. B 

GIVE ME SOME SUGA BABY DVD REVIEW!!!

1. Harry Potter and the Blah Blah Blah... : The world needs this movie like it needs another moon. It is entertaining. For a little while. Then you start to realize why you hate kids. Good special effects if a little uninspired. Nice story. I never read the book so I can't tell you how close it follows it. This movie is a tweener. A bit to heavy for little kids. A bit to gay for adults. B- You'll get more magic from stroking your own magic wand.

That was just a taste of what is to come with the Sugashack attack.  I don't write it, I just post it.  If someone else has their own opinions about movies and want them posted, just send me an email.  If you love, like, or hate the Sugashack section, then write your own or don't read it.  Also, if you don't like to read spoilers then don't read any website on movies and get lost.  Sugashack or myself may drop a spoiler at anytime without warning.  Deal with it.  By the way, where the hell is a new Ejosceip report.  If Ejo is reading, get off your ass and send something in.  I know the box office report has been crappy for months, but it is finally getting back on track.  In fact, full reviews of The Sum of All Fears and Undercover Brother in next week's update.  Until then, bye for now.