Warner Bros.' PG rated family comedy Scooby-Doo stumbled two steps to third place in its second week with a still sizable ESTIMATED $24.36 million (-55%) at 3,447 theaters (theater count unchanged; $7,067 per theater). Its cume is approximately $101.2 million.

Directed by Raja Gosnell, it stars Freddie Prinze Jr., Sarah Michelle Gellar, Matthew Lillard, Linda Cardellini and Rowan Atkinson.

"It's the first hundred million dollar movie of the year for us," Warner Bros. Distribution president Dan Fellman said Sunday morning. "$101.195 million in 10 days. We're very thrilled about it. We've announced a sequel (for 2004). We're going to build a franchise on Mr. Doo. Audiences still love this movie. I'm very pleased with that hold considering the $35.8 million that Disney (grossed with Lilo)."

Universal's PG-13 espionage thriller The Bourne Identity starring Matt Damon slid two pegs to fourth place in its second week -- holding respectably given Minority's strong opening -- with an ESTIMATED $14.76 million (-46%)) at 2,643 theaters (+5 theaters; $5,585 per theater). Its cume is approximately $54.1 million, heading for $85 million.

Paramount's PG-13 rated thriller The Sum Of All Fears dipped one notch to fifth place in its fourth week, holding its own in the face of strong competition from Minority with an ESTIMATED $7.9 million (-41%) at 3,039 theaters (-191 theaters; $2,601 per theater). Its cume is approximately $97.4 million, heading for $120 million or more in domestic theaters.

Directed by Phil Alden Robinson and produced by Mace Neufeld, it stars Ben Affleck and Morgan Freeman.

"I think the biggest (film based on a Tom Clancy book) was $122 million. Whether or not it surpasses that is a question mark at this point," Paramount distribution president Wayne Lewellen said Sunday morning, noting that Fears was impacted by both Minority and Bourne. "We're very happy with the hold. Obviously, we would have liked to have held better than the 41 percent, but given the level of the competition it's a good hold."

MGM's R rated World War II drama Windtalkers retreated three trenches to sixth place in its second week with a wounded ESTIMATED $6.7 million (-54%) at 2,898 theaters (theater count unchanged; $2,312 per theatre). Its cume is approximately $26.7 million.

Directed by John Woo, it stars Nicolas Cage.

Morgan Creek's MPG-13 rated urban appeal basketball theme comedy Juwanna Mann opened in seventh place via Warner Bros. to an unexciting ESTIMATED $6.0 million at 1,325 theaters ($4,528 per theater).

Directed by Jesse Vaughan, it stars Kevin Pollak, Tommy Davidson, Kim Wayans, Ginuwine and Lil' Kim.

"The picture played (best) predominantly in the urban ethnic markets and did little to cross over (into mainstream situations)," Warners' Dan Fellman said.

Warner Bros. and Gaylord Films' PG-13 rated drama Divine Secrets of the Ya-Ya Sisterhood fell two slots in its third week to eighth place with a less divine ESTIMATED $5.69 million (-36%) at 2,310 theaters (-197 theaters; $2,461 per theater). Its cume is approximately $46.4 million.

Directed by Callie Khouri, it stars Sandra Bullock, Ellen Burstyn, Fionnula Flanagan, James Garner, Ashley Judd, Shirley Knight, Angus Macfadyen and Maggie Smith.

"It had the best hold of any of the wide releases, only down 36 percent," Warners' Dan Fellman said. "And with the strong mid-weeks that this picture's getting we'll be past $50 million by the end of the week (and) heading into the $60 millions."

20th Century Fox and Lucasfilm's PG rated franchise installment Star Wars: Episode II -- Attack of the Clones dropped three rungs to ninth place in its sixth week with a slower ESTIMATED $5.1 million (-46%) at 2,107 theaters (-294 theaters; $2,421 per theater). Its cume is approximately $279.8 million, heading for $300 million in domestic theaters.

Star Wars: Episode I -- The Phantom Menace took in $431.1 million in domestic theaters. Its worldwide total (domestic plus international) was $923 million.

Directed by George Lucas, it stars Ewan McGregor, Natalie Portman and Hayden Christensen.

Rounding out the Top Ten was Columbia's PG-13 sci-fi fantasy blockbuster Spider-Man, down three pegs in its eighth week with a less energetic ESTIMATED $4.4 million (-41%) at 2,278 theaters (-424 theaters; $1,932 per theater). Its cume is approximately $390.2 million heading for $400 million-plus in domestic theaters.

Directed by Sam Raimi, it stars Tobey Maguire, Willem Dafoe, Kirsten Dunst, James Franco, Cliff Robertson and Rosemary Harris.

OTHER OPENINGS

This weekend also saw the arrival of Sony Pictures Classics' PG-13 drama Sunshine State to a sunny ESTIMATED $92,000 at 10 theaters ($9,202 per theater).

Written, directed and edited by John Sayles, it stars Jane Alexander, Angela Bassett, Gordon Clapp, Edie Falco, Miguel Ferrer, Timothy Hutton, James McDaniel and Mary Steenburgen.