Dimension's Spy Kids 3D: Game Over was the clear winner in an otherwisetight top five this weekend, opening on an estimated $32.5m.

The final instalment in RobertRodriguez's family espionage saga opened to mixed reviews; it finds the Cortezchildren entering a video game to thwart the maniacal Toymaker, played bySylvester Stallone.

Antonio Banderas, Carla Cugino,Alexa Vega and Daryl Sabara star and the film averaged $9,718 from 3,344theatres. To date the franchise has grossed $230.8m since 2001.

Lara Croft Tomb Raider: The Cradle Of Life scored a disappointing $21.8m and openedfourth, which Paramount executives attributed to strong competition and poorerthan expected sales of the video game.

Angelina Jolie reprises her role as the globe-trotting adventurer,this time battling a Chinese crime syndicate.

Gerald Butler and Noah Taylor co-star and the film, which averaged$6,753 from 3,222 sites, received poor reviews and was directed by Jan De Bont.

The 2001 original opened on $47m, positioning Jolie as that rarestof commodities - a female action star who could open a blockbuster.

However this summer has been a minefield for sequels, with titleslike 2 Fast 2 Furiousand Charlie's Angels: Full Throttle suffering massive drops in their second weekends.

Paramount executives can hope that the film climbs a place or twowhen official figures are released on Monday as there is only $900,000separating the second-through-fourth films.

That doesn't preclude thepossibility of a heavy slip next week when American Wedding opens and is likely to distract a considerable numberof Lara's young male constituents.

The unusual fact that the top five all grossed more than $20mcontributed to a good box office weekend as the top 12 took $145.6m, nearly 10%more than the same period last year.

Universal's Oscar hopeful Seabiscuit opened fifth to very good reviews on$21.5m, averaging a decent $10,809 from 1,989 sites.

Tobey Maguire stars as a Depression Era jockey of a championracehorse. Jeff bridges and Chris Cooper also star and Gary Ross directed.

Staying in second was BuenaVista's Pirates Of The Caribbean, whichadded $22.4m for a staggering $176.1m in its third week.

Columbia's Bad Boys II slipped two places to third on $22m for $88.5m in its secondweek.

Next week's new releases include Universal's American Wedding, the third instalment in the AmericanPie series that starsJason Biggs and Sean William Scott; and Columbia/Revolution's action caper Gigli, which pits Ben Affleck and JenniferLopez opposite each other.

Estimated Top Ten US Jul 25-27, 2003

Film (Distributor)/International distribution/Estimated weekendgross/Estimated total to date

1 (-) Spy Kids 3-D: Game Over (Dimension) BVI $32.5m -

2 (2) Pirates Of The Caribbean (Buena Vista) BVI $22.4m $176.1m

3 (1) Bad Boys II (Columbia) CTFDI $22m $88.5m

4 (-) Lara Croft Tomb Raider: The Cradle Of Life (Paramount) UIP/Mutual $21.8m -

5 (-) Seabiscuit (Universal) Spyglass/BVI $21.5m -

6 (4) Terminator 3: Rise Of The Machines (Warner Bros) CTFDI $5m $137.4m

7 (3) The League Of Extraordinary Gentlemen (20th Century Fox) Fox International$4.9m $52.7m

8 (5) Johnny English (Universal) UIP $4.3m $18.4m

9 (6) Finding Nemo (Disney/Pixar) BVI $4m $312.6m

10 (7) Legally Blonde 2: Red, White & Blonde (MGM) Fox International $2.7m $82.1m