Revolution Studios and Columbia's PG-13 rated action adventure thriller XXX slipped one notch to third place in its fourth week with a still muscular ESTIMATED $12.6 million at 3,536 theaters (+19 theaters; $3,550 per theater). Its cume is approximately $123.3 million. (Its three day gross was an ESTIMATED $10.2 million.)

Directed by Rob Cohen and produced by Neal H. Moritz, it stars Vin Diesel, Asia Argento and Marton Csokas.

MDP Worldwide's R rated horror film feardotcom opened in fourth place to a weak ESTIMATED $6.6 million at 2,550 theaters ($2,588 per theater). (Its three day gross was an ESTIMATED $5.6 million.)

Directed by William Malone, it stars Stephen Dorff, Natascha McElhone and Stephen Rea. It was produced by Moshe Diamant and Limor Diamant and executive produced by Elie Samaha, Andrew Stevens, David Saunders, Mark Damon, Rudy Cohen, Frank Hubner and Romain Schroeder.

feardotcom is being distributed by Warner Bros. through its overall rent-a-system deal with Samaha's Franchise Films.

New Line's PG-13 rated comedy sequel Austin Powers in Goldmember rose two rungs to fifth place in its sixth week with a less amusing ESTIMATED $6.5 million at 2,506 theaters (-299 theaters; $2,594 per theater). Its cume is approximately $202.9 million. (Its three day gross was an ESTIMATED $5.2 million.)

Directed by Jay Roach, it stars Mike Myers, Beyonce Knowles and Michael Caine.

Miramax/Dimension Films' PG rated family comedy sequel Spy Kids 2: The Island of Lost Dreams slipped three pegs to sixth place in its fourth week with a slow ESTIMATED $6.3 million at 3,250 theaters (-57 theaters; $1,938 per theater). Its cume is approximately $68.1 million. (Its three day gross was an ESTIMATED $5.3 million.)

Directed by Robert Rodriguez, it stars Antonio Banderas and Carla Gugino.

Universal and Imagine Entertainment's PG-13 rated romantic surfer girl comedy Blue Crush fell two waves to seventh place in its third week with a less sexy ESTIMATED $5.23 million at 2,820 theaters (-195 theaters; $1,855 per theater). Its cume is approximately $34.4 million.

Directed by John Stockwell and produced by Brian Grazer and Karen Kehela, it stars Kate Bosworth, Michelle Rodriguez, Matthew Davis, Sanoe Lake and Mika Boorem.

Paramount and Mandalay's PG-13 rated comedy Serving Sara dropped two posts to eighth place in its second week with an unfunny ESTIMATED $4.4 million at 2,174 theaters ($2,045 per theater). Its cume is approximately $12.0 million.

Directed by Reginald Hudlin, it stars Matthew Perry and Elizabeth Hurley.

Fox Searchlight Pictures' R rated comedy The Good Girl went wider in its fourth week and placed ninth with a still impressive ESTIMATED $3.5 million at 667 theaters (+479 theaters; $5,247 per theater). Its cume is approximately $7.1 million. (Its three day gross was an ESTIMATED $2.7 million.)

Directed by Miguel Arteta, it stars Jennifer Aniston, Jake Gyllenhaal and John C. Reilly.

"It's a terrific expansion," Fox Searchlight distribution president Stephen Gilula said Sunday morning. "The film is playing very well across the country in large and small cities, suburban and urban areas. I think people are intrigued by the nature of the story. It has hilarious moments and it also has some dark moments and some very touching family and very personal moments.

"It's a very distinctive film that people have interest in. The ensemble performances of Jennifer Aniston, Jake Gyllenhaal and the rest of the cast really have generated a lot of word of mouth."

Based on Sunday morning estimates there was a close race for tenth place. DreamWorks and 20th Century Fox's R rated adult appeal drama Road To Perdition, which was 11th last week, tied for tenth place in its eighth week with an okay ESTIMATED $3.1 million at 1,763 theaters (-100 theaters; $1,758 per theater). Its cume is approximately $98.1 million. (Its three day gross was an ESTIMATED $2.4 million.)

Directed by Sam Mendes, it stars Tom Hanks, Paul Newman and Jude Law.

Fox Searchlight Pictures' R rated thriller One Hour Photo, which began expanding in its second week, tied for tenth place with a very encouraging ESTIMATED $3.1 million at 163 theaters ($19,018 per theater). Its cume is approximately $3.6 million. (Its three day gross was an ESTIMATED $2.5 million.)

Written and directed by Mark Romanek, it stars Robin Williams.

"This is another very distinctive film, a very singular vision of the writer-director Mark Romanek," Fox Searchlight's Stephen Gilula said. "He got a terrific performance out of Robin Williams. It has clearly captivated the public and was done largely with word of mouth. We haven't done much in advertising. But I think that (its success reflects) Robin Williams' performance, which has been talked about a lot, combined with a very, very compelling concept -- that the man that develops your photos could be watching you and looking at your life. Everyone understands that concept. It's a very mesmerizing performance and a very chilling, creepy movie.