Buena Vista/Disney's PG rated animated sci-fi adventure Treasure Planet dropped four slots in its third week to ninth place with a dull ESTIMATED $3.0 million (-46%) at 2,192 theaters (-1,035 theaters; $1,370 per theater). Its cume is approximately $27.8 million.

Directed by John Musker & Ron Clements, its screenplay is by Ron Clements & John Musker.

Rounding out the Top Ten was Arenas Entertainment and Universal's R rated urban action film Empire, down six pegs in its second week with a quiet ESTIMATED $2.78 million (-56%) at 869 theaters (+2 theaters; $3,195 per theater). Its cume is approximately $10.7 million.

Written and directed by Franc Reyes, it stars John Leguizamo, Peter Sarsgaard and Denise Richards.

OTHER OPENINGS

This weekend also saw the arrival of New Line Cinema's R rated drama About Schmidt to an impressive ESTIMATED $283,000 at 6 theaters in New York, Los Angeles and Omaha (where much of the film was shot), averaging a hefty $47,167 per theater.

Directed by Alexander Payne, it stars Jack Nicholson.

Schmidt was honored Saturday night by the L.A. Film Critics as best picture. Nicholson tied for best actor (with Daniel Day-Lewis for Miramax's Gangs of New York). Payne and Jim Taylor won best screenplay. Kathy Bates was the best supporting actress runner-up for Schmidt (with Edie Falco winning for Sony Pictures Classics' Sunshine State).

"What's interesting about the L.A. Critics is that over the last 28 years (for) 25 times whoever has won the L.A. Critics award has gone on to be nominated for the best picture Oscar," New Line distribution president David Tuckerman said Sunday morning.

"We're really pleased. Jack's been getting all these accolades and rightly so for his performance. But (there's also) Alexander Payne's direction and Kathy Bates' (performance). Kathy Bates' performance is a brave performance (with her already much talked about nude hot-tub scene). I think it's terrific that everybody's getting acknowledged. Ensemble's the wrong word to use when you have a Jack Nicholson picture, but we've got these other strong performances and the film. It's not just Jack."

Looking ahead, Tuckerman said, "The plan now is we're taking 17 exclusive runs in 17 cities on Friday, Dec. 20. On Jan. 3 we're going to roll it out to anywhere from 600 to 800 screens altogether."

New Line is in the enviable position of launching the second of its mega-blockbuster Lord of the Rings franchise this Wednesday (Dec. 18). With Lord of the Rings: The Two Towers, Tuckerman said, "We'll be (in) over 3,600 theaters and over 6,500 prints."

United Artists' PG rated drama Evelyn opened quietly via MGM in platform release to an ESTIMATED $72,000 at 15 theaters ($4,824 per theater).

Directed by Bruce Beresford, it stars Pierce Brosnan.

SNEAK PREVIEWS

Warner Bros. held 825 very successful sneak previews Saturday of its PG-13 rated romantic comedy Two Weeks Notice.

Written and directed by Marc Lawrence, it stars Sandra Bullock and Hugh Grant.

"We had great sneaks last night," Warner Bros. Distribution president Dan Fellman said Sunday morning. "We had 85 percent capacity. We don't do exits on the sneaks, but the reaction that we had through the EDI service (which asks theater managers for details) was that the picture played extremely well."

Notice opens Friday (Dec. 20) at about 2,700 theaters.

EXPANSIONS

On the expansion front this weekend Samuel Goldwyn Films' R rated drama El Crimen del Padre Amaro went wider in is fifth week with a slow ESTIMATED $0.3 million (-34%) at 127 theaters (+5 theaters; $2,105 per theater). Its cume is approximately $3.5 million.

Directed by Carlos Carrera, it stars Gael Garcia Bernal and is the official Mexican entry in this year's best foreign language film Oscar race.

WEEKEND COMPARISONS

Key films -- those grossing more than $500,000 -- took in approximately $98.55 million this weekend, up about 12.65 percent from last year when they totaled $87.48 million.

Key films were up about 28.34 percent from last weekend of this year when they totaled $76.79 million.

Last year, Paramount's opening week of Vanilla Sky was first with $25.02 million at 2,742 theaters ($9,123 per theater); and Warner Bros.' second week of Ocean's Eleven was second with $22.08 million at 3,075 theaters ($7,179 per theater). The top two films one year ago grossed $47.1 million. This year, the top two films grossed an ESTIMATED $37.8 million.