Exhibiting dramatically contrasting fortunes in their second weeks, New Line's comedy Elfclimbed one place to pole position on an estimated $27.2m at the weekend, whileWarner Bros' The Matrix Revolutions dropped two to third and appears to be in early terminal decline.

Jon Favreau's feel-good film cost around $30m and has amassed$71.3m after 10 days. It was just enough to stay ahead of 20th Century Fox'sadventure release Master And Commander: The Far Side Of The World, which opened in second place on $25.7m.

Directed by Australia's Peter Weir and starring RussellCrowe, another Down Under talent, as an intrepid 19th century naval commander,the $150m film was distinguished by excellent reviews and averaged $8,295 from3101 sites.

Revolutions, meanwhile, added $16.3m for $114.2m and looks to be enteringfreefall a little sooner than expected.

Warner Bros' Looney Tunes: Back In Action, a cartoon and live action blendstarring Bugs Bunny, Brendan Fraser and Jenna Elfman, opened in fifth place on$9.5m. It was a very disappointing opening for Joe Dante's film, which garneredmixed reviews and averaged $3,275 from 2,903 venues.

Universal's romantic comedy Love Actually stayed in sixth place on $8.9m for a$19m running total in its second week.

Dimension's Scary Movie 3 capped a fine run by passing $100m in its fourth week. Itfell three places to seventh and added $6.1m for $102.3m.

The only other top 12 opener was Paramount's Tupac:Resurrection, LaurenLazin's authorised documentary about the late rap star that impressed the criticsand averaged $5,817 from 801 sites.

Overall the top 10 films grossed $124m, down 23% from the sameperiod last year.

Next weekend's releases include: Universal's live actionchildren's title Dr Seuss' The Cat In The Hat, starring Mike Myers and Kelly Preston;Miramax's black comedy Bad Santa, starring Billy Bob Thornton and Bernie Mac; and Warner Bros'horror story Gothika,starring Halle Berry and Penelope Cruz.

Estimated Top Ten US Nov 14-Nov 16 2003
Film(Distributor)/International distribution/Estimated weekend gross/Estimatedtotal to date

1 (2) Elf(New Line) NLI $27.2m $71.3m
2 (-) Master And Commander (Fox) Fox Int'l £25.7m -
3 (1) The Matrix Revolutions (Warner Bros) Warner Bros Int'l $16.3m $114.2m
4 (3) Brother Bear (BuenaVista) BVI $12m $63m
5 (-) Looney Tunes: Back In Action (Warner Bros) Warner Bros Int'l $9.5m -
6 (6) Love Actually(Universal) UIP $8.9m $19m
7 (4) Scary Movie 3 (Dimension)Miramax Int'l $6.1m $102.3m
8 (5) Radio(Columbia) CTFDI/Revolution $5m $43.7m
9 (-) Tupac: Resurrection (Paramount) UIP $4.7m -
10 (8) Mystic River(Warner Bros) Warner Bros/Village Roadshow $3.3m $45.6m