Universal and Imagine Entertainment's PG-13 rated urban appeal comedy Undercover Brother arrived in fourth place to an encouraging ESTIMATED $12.11 million at 2,168 theaters ($5,585 per theater).

Directed by Malcom D. Lee, it stars Eddie Griffin, Chris Kattan and Denise Richards. Its producers are Brian Grazer, Michael Jenkinson and Damon Lee.

"We're very pleased, knowing that we're charting new territory not unlike the first Austin Powers," Universal distribution president Nikki Rocco said Sunday morning. "We know that the word of mouth is good. The reviews tell us that. This picture was exceptionally reviewed and, quite frankly, was the best reviewed film for the weekend. It's a picture that many more people will discover as it goes on.

Austin Powers built its franchise later on. The original Austin Powers opened to $9.5 million (the weekend of May 2-4, 1997 and went on to gross about $54 million in domestic theaters). That franchise was built later on by video and cable (success). We're hopeful that that's exactly what will happen (with Brother). I think there's a great combination of filmmaking talent mixed with the versatility of (producer) Brian Grazer and Malcolm Lee.

"And you cannot overlook when you have great word of mouth and when you know audiences are enjoying it. You should be able to have fun with anything and everything in a true comedy and this is a true comedy. Once you get into it, it's really a lot of fun."

Rocco pointed out that Saturday afternoon she had watch the film play with an audience. "It was (during) the last third of the film and they were just having a ball," she said. "They were hooting and howling. It was a matinee audience, which looked young to me. It looked like 13 and 14 year olds. That's why this picture is PG-13. We certainly did want to be able to entertain young kids.

"There's a lot that (the stars and filmmakers) bring to the table. It's that very funny satire feel to the film. We're very hopeful that it's going be discovered well and continue to play on. It is the first comedy of the summer and the reviews are an indication that it should play well."

Rocco did not have the full details of the studio's exit poll data when we spoke very early Sunday morning, but she said she'd been advised that, "They were very, very strong, particularly for young audiences. They were in the 90 percents for teens, which is wonderful. Overall ratings were solidly above average across all (demographic) quadrants and much higher amongst younger males."

DreamWorks' G rated animated feature Spirit: Stallion of the Cimarron slipped one rung to fifth place in its second week, holding well with an ESTIMATED $10.7 million (-40%) at 3,362 theaters (+45 theaters; $3,190 per theater). Its cume is approximately $38.2 million.

Directed by Kelly Asbury and Lorna Cook, it was produced by Mireille Soria and Jeffrey Katzenberg.

Alcon Entertainment's R rated thriller Insomnia dropped three pegs to sixth place in its second week via Warner Bros. with a less wide awake ESTIMATED $9.76 million (-53%) at 2,610 theaters (theater count unchanged; $3,739 per theater). Its cume is approximately $41.4 million.

Directed by Christopher Nolan, it stars Al Pacino, Robin Williams and Hilary Swank.

"I think we all were impacted by the games on Friday. That's for sure," Warner Bros. Distribution president Dan Fellman said Sunday morning. "Everybody came back (on Saturday). We were up 62 percent over Friday. Today's going to be tough. Basketball hurts (films like Insomnia) that play to) males -- older males. So we were impacted by that."

Columbia's PG-13 rated thriller Enough dipped two rungs to seventh place in its second week with a quieter ESTIMATED $6.8 million (-51%) at 2,623 theaters (theater count unchanged; $2,592 per theater). Its cume is approximately $27.1 million.

Directed by Michael Apted, it stars Jennifer Lopez.

"It's a $38 million negative and we should get into the mid-to-high $40 millions -- nice and profitable," Sony's Jeff Blake said.

Universal and Studio Canal's PG-13 rated romantic comedy drama About A Boy, from Tribeca and Working Title, fell two slots to eighth place in its third weekend with a calm ESTIMATED $4.08 million (-48%) at 1,755 theaters (+6 theaters; $2,325 per theater). Boy, which was made for only $27 million, has a cume of approximately $27.8 million.

Directed by Paul Weitz & Chris Weitz, it stars Hugh Grant, Rachel Weisz and Toni Collette.

20th Century Fox and Regency Enterprises' R rated thriller Unfaithful slid two pegs to ninth place in its fourth weekend with an uneventful ESTIMATED $2.95 million (-52%) at 1,696 theaters (-705 theaters; $1,739 per theater). Its cume is approximately $45.7 million.

Directed by Adrian Lyne, it stars Richard Gere, Diane Lane and Olivier Martinez.