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Signs held strongly in second place with $19.5 million.

Blue Crush made a nice splash in third place, opening to $15.2 million.

Spy Kids 2: The Island of Lost Dreams was a quiet fourth with $11.6 million. Austin Powers in Goldmember was still laughing in fifth place with $8.7 million. A major expansion in its 18th week of release sent My Big Fat Greek Wedding into sixth place with a big fat $5.8 million.

The weekend's other wide opening, The Adventures of Pluto Nash, was orbiting in box office outer space with a cold as ice $2.2 million in tenth place.

With no new blockbusters driving ticket sales, key films -- those grossing $500,000 or more -- were down about 3 percent from last year with $106.8 million versus $110.4 million. It was the fifth consecutive weekend in which the marketplace was down compared to last year.

THE TOP TEN

Revolution Studios and Columbia's PG-13 rated action adventure thriller XXX showed strong legs, holding on to first place in its second week with a solid ESTIMATED $23.0 million (-48%) at 3,388 theaters (+14 theaters; $6,789 per theater). Its cume is approximately $84.9 million.

XXX's average per theater was the highest for any film playing in wide release this weekend.

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

"Down only 48 percent is one of the best holds of the summer," Sony Pictures Entertainment worldwide marketing & distribution president Jeff Blake said Sunday morning.

"It's a tick better (hold) than even Signs last week (which had dropped 51 percent), which obviously is a good holding picture going forward. It looks like we are, too. And it's a tick better than what Fast and the Furious' drop was, as well (last summer with a 50 percent fall in its second weekend)."

Asked where XXX is heading, Blake replied, "Fast and the Furious is as good a guidebook as any and, as I say, we're tracking better. At the end of 10 days, they had in $77.8 million and had had a second weekend of $20 million, down 50 percent, so we're definitely tracking better just about every day so far. They ended up with a very nice total of $144.5 million. I'd have to say we're setting our sights slightly higher than that. To be honest, as we look ahead there's a lot less to stop us."

Looking ahead, Blake said, "I think, clearly, XXX and Signs are the two pictures emerging out of the summer that are really going to get sampled as the summer winds down and fall begins. We are number one for the second week in a row, joining Spider-Man, Star Wars, Sum of All Fears and Men in Black II, very nice company, as the only pictures to be number one two weeks in a row this summer. And we've got a real shot to be number one three weeks in a row, which nobody has done. Nobody made it three weeks in a row. Spider-Man had (competition from the opening of) Star Wars in week three. And Star Wars had Sum of All Fears.

"I don't share the thought that the opening was anything but terrific, but I think it does make the point that if you can't get open to a big level even though it's a little harder to produce the box car numbers in late summer the advantage is that you can hold for a while if you're a picture that plays. And this picture certainly plays."

Buena Vista/Touchstone's PG-13 rated supernatural thriller Signs held very well in second place in its third week with a steady ESTIMATED $19.5 million (-34%) at 3,344 theaters (+34 theaters; $5,843 per theater). Its cume is approximately $150.7 million.

Directed by M Night Shyamalan, it stars Mel Gibson.

Universal and Imagine Entertainment's PG-13 rated romantic surfer girl comedy Blue Crush opened third to a sexy ESTIMATED $15.18 million at 3,002 theaters ($5,055 per theater).

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.

"The Blue Crush results are a solid opening for what is a fun film that delivers to its target audience," Universal distribution president Nikki Rocco said Sunday morning.