Dimension's ScaryMovie 3 used theHalloween weekend to shore up some more good business as it added an estimated$21.1m in its second weekend to raise its running total to $78.6m.

The horror spoofwas too much for the competition, although Buena Vista's Brother Bear came close on $18.5m after expandingfrom two to 3,030 sites and climbing from 22nd to second. It only played wideon Saturday and Sunday, since Disney chose to avoid going wide on Halloween(Friday).

Thetraditionally animated tale of revenge and mysticism in America's Pacific Northweststars the vocal talents of Joaquin Phoenix and Michael Clarke Duncan andreceived mixed reviews. Its running total is now $18.9m.

Aaron Blaise andBob Walker directed and have just signed to direct another unspecified animatedfeature for the studio with producer Chuck Williams.

Screen Gems'erotic thriller In The Cut was the only other new entry in the top 10 as it expanded from sixto 825 sites in its second week, climbing from 33rd to joint 10th on $2.3m for$2.5m.

Meg Ryan plays awriting professor who becomes embroiled in a torrid affair with a detectivewhile a serial killer stalks the community. Mark Ruffalo and Jennifer JasonLeigh also star in Jane Campion's poorly received film.

Elsewhere NewLine's The Texas Chainsaw Massacre fell one place to third and added $10.9m for $66.1m in its thirdweek, while Fox's Runaway Jury also showed decent legs in its third week, dropping one to fifthon $6.9m for $33.7m.

Warner Bros' MysticRiver dropped one tofifth in its fourth week, adding $6.3m for $33.6m and Miramax's Kill BillVol 1 remained inseventh place in its fourth week, grossing $4.7m for $60.9m.

Overall the top12 titles grossed $91.9m, down 23% against the same period last year.

Next weekend'sgrosses are expected to be massive as Warner Bros unleashes The MatrixRevolutions in 100territories simultaneously. The third and final instalment in the WachowskiBrothers' sci-fi trilogy stars Keanu Reeves, Carrie-Anne Moss and LaurenceFishburne.

The other widenew release will be New Line's family film Elf, which was directed by Jon Favreau andstars Will Ferrell.

Estimated TopTen US Oct 31-Nov 2 2003

Film(Distributor)/International distribution/Estimated weekend gross/Estimatedtotal to date

1 (1) ScaryMovie 3 (Dimension)Miramax International $21.1m $78.6m

2 (22) BrotherBear (Buena Vista) BVI$18.5m $18.9m

3 (2) TheTexas Chainsaw Massacre (NewLine) Radar/Focus $10.9m $66.1m

4 (3) Radio (Columbia) CTFDI/Revolution $10.2m$26.8m

5 (4) RunawayJury (Fox) FoxInternational $6.9m $33.7m

6 (5) MysticRiver (Warner Bros)Warner Bros/Village Roadshow $6.3m $33.6m

7 (7) KillBill Vol 1 (Miramax)Miramax International $4.7m $60.9m

8 (6) SchoolOf Rock (Paramount) UIP$4.4m $69.2m

9 (9) IntolerableCruelty (Universal) UIP$2.7m $32.1m

=10 (33) InThe Cut (Screen Gems)Pathe International $2.3m $2.5m

=10 (8) GoodBoy! (MGM) FoxInternational $2.3m $35.2m