DreamWorks and Warner Bros.' PG-13 rated time travel fantasy drama The Time Machine fell three pegs to fourth place in its second week with a less timely ESTIMATED $10.9 million (-52%) at 2,958 theaters (+14 theaters; $3,698 per theater). Its cume is approximately $40.1 million.

The film is being released domestically by DreamWorks and internationally by Warner Bros., which co-financed its production.

Directed by Simon Wells, it stars Guy Pearce.

Paramount and Icon Productions' R rated Vietnam war drama We Were Soldiers slipped three rungs to fifth place in its third week with a calmer ESTIMATED $8.8 million (-38%) at 3,143 theaters (theater count unchanged; ($2,800 per theater). Its cume is approximately $53.6 million, heading for $80-90 million in domestic theaters.

Written and directed by Randall Wallace, it stars Mel Gibson.

"In light of the competition, I think it's a good hold," Paramount Distribution president Wayne Lewellen said Sunday morning, adding that besides being up against Ice's record setting launch Soldiers also had to contend with the fact that "Showtime was certainly directed toward our audience, as well."

Asked what summer box office business would be like if we're already seeing $137 million-plus weekends in mid-March, Lewellen replied, "I don't know that that necessarily bodes anything for the summer. It goes back to (the concept that) if you put the product in that so-called off-time or those weaker times when the market is not as broad, if the right product is there the market will expand to accommodate it. It's been proven over and over and over.

"I think (Fox) had a really great campaign on the picture. It really appealed to the family audience, but it seemed to be hip enough to get younger people, too. It goes back to the R rating hurts you on movies more so than it did a year or two years ago. There's no question about it (that PG and PG-13 films now have an advantage)."

New Line's R rated urban appeal buddy comedy All About the Benjamins dropped three notches to sixth place in its second week with a slower ESTIMATED $4.85 million (-52%) at 1,519 theaters (+14 theaters; $3,193 per theater). Its cume is approximately $17.4 million.

Directed by Kevin Bray, it stars Ice Cube and Mike Epps.

Miramax and Universal's R rated romantic comedy 40 Days and 40 Nights fell three slots in its third week to seventh place with a dull ESTIMATED $4.6 million (-35%) at 2,312 theaters (-87 theaters; $1,989 per theater). Its cume is approximately $30.1 million.

Directed by Michael Lehmann, it stars Josh Hartnett, Shannyn Sossamon and Maggie Gyllenhaal.

New Line's PG-13 rated man-against-the-system drama John Q dropped three rungs to eighth place in its fifth week with an okay ESTIMATED $3.73 million (-37%) at 2,019 theaters (-363 theaters; $1,845 per theater). Its cume is approximately $64.5 million, heading for $70 million in domestic theaters.

Directed by Nick Cassavetes, it stars Denzel Washington, Robert Duvall, James Woods, Anne Heche, Kimberly Elise and Ray Liotta.