Get ready for another X-citing box office weekend.

After its $54.5 million opening last weekend, 20th Century Fox’s “X-Men” should easily hold on to the top spot. Even if it falls 50%, the PG-13-rated sci-fi action adventure will still gross about $27 million.

Directed by Bryan Singer and produced by Lauren Shuler Donner and Ralph Winter, “X-Men’s” extensive cast is headed by Patrick Stewart, Hugh Jackman and Ian McKellen.

DreamWorks’ opening of its R-rated supernatural thriller “What Lies Beneath” (co-financed with Fox, which is releasing it internationally) should materialize in second place. Its 17% overall first choice in the tracking should translate into ticket sales of $20-25 million at 2,500-plus theaters.

“The overall definite interest is 50%,” an insider notes. “With men, it’s 36% and with women it’s 63%. The highest group is 25-plus with 52%. So its (greatest appeal is to) older females.”

Directed by Robert Zemeckis, it stars Harrison Ford and Michelle Pfeiffer.

Dimension Films’ R-rated gross-out comedy horror film spoof “Scary Movie,” which fell only 38% to $26.2 million last weekend, should slide one peg to third place. If it drops about 40%, it will do $16-17 million.

Directed by Keenen Ivory Wayans, it stars Carmen Electra and Shannon Elizabeth.

Warner Bros.’ G-rated Japanese animated feature “Pokemon The Movie 2000,” opening at 2,752 theaters, should finish fourth. Its modest 2% first-choice tracking score is typical of the way films targeted to youngsters track.

“I’ve got to figure there’s still enough life in that to get it to like $10-15 million,” a distributor says. “It’s a big wild card and, of course, the tracking is no help at all (on kids’ films). I’ve got to feel that there’s still enough there that it’s going to be in the mix.”

Warner Bros.’ PG-13-rated adventure drama blockbuster “The Perfect Storm” should sail downstream from third to fifth place. Its 37% decline last weekend gave it $17.1 million. If it’s down 40% this weekend, it should do about $10 million.

“‘What Lies Beneath’ will certainly take (audience) from ‘Perfect Storm’,” predicts one studio source.

Directed by Wolfgang Petersen, “Storm” stars George Clooney and Mark Wahlberg.

Columbia’s opening of its PG-13-rated youth appeal comedy “Loser” isn’t looking like a box office winner. Its 3% overall first-choice tracking score should put it in sixth place, arriving at 2,016 theaters with about $8 million.

“The definite interest is 35%,” says a distribution executive. “It’s pretty even male/female – male 33% and female 38%. The biggest group is 12-17, which is 54%.”

Written and directed by Amy Heckerling, it stars Jason Biggs, Mena Suvari and Greg Kinnear.

Warner Bros. and Morgan Creek’s PG-13-rated psychological thriller “The In Crowd” isn’t expected to be in the Top Five after opening quietly Wednesday at 1,357 theaters. It’s also a 3% first choice in the tracking.

“The definite interest is 24%,” an insider points out. “It’s 19% male and 28% female. The biggest group is 12-17 with 41%.”

Directed by Mary Lambert, it stars Susan Ward, Lori Heuring, Matthew Settle and Nathan Bexton.

Filling out lower rungs this weekend: “The Patriot,” “Disney’s The Kid,” “Chicken Run” and “Me, Myself & Irene.”

On this weekend’s limited release front: USA Films’ French drama “Alice Et Martin” opens in New York.

Directed by Andre Techine, it stars Juliette Binoche.

Fine Line Features’ R-rated comedy drama “The Five Senses,” which opened last week in New York, now moves into Los Angeles.

Written and directed by Jeremy Podeswa, it stars Mary-Louise Parker and Brendan Fletcher.

Lions Gate Films’ PG-13-rated “The Eyes of Tammy Faye,” a documentary about the life of Tammy Faye Baker, opens in New York, Los Angeles and San Francisco.

Looking ahead, an insider notes that Universal and Imagine Entertainment’s PG-13-rated comedy sequel “Nutty Professor II: The Klumps” starring Eddie Murphy is tracking well. Although “Nutty” doesn’t kick off until July 28 – at 3,000-plus theaters – it’s already a 9% overall first choice. That number, of course, will grow substantially as its opening date approaches. Insiders are anticipating a very muscular opening for “Nutty II.”

The original “Nutty” opened June 28, 1996, to $25.41 million at 2,115 theaters ($12,015 per theater). It went on to do $128.8 million in domestic theaters.

Directed by Peter Segal, it stars Eddie Murphy, Janet Jackson and Larry Miller.

Buena Vista/Touchstone’s PG-13-rated romantic comedy drama “Coyote Ugly” is also sitting pretty in the tracking. The Jerry Bruckheimer production doesn’t open until Aug. 4 but is already a 6% overall first choice. “Ugly” is being talked about by some observers as a possible summer sleeper.