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Signs fell 50 percent, but was still showing signs of life in second place with $30 million.

Spy Kids 2: The Island of Lost Dreams opened third to not enough kids and a blah $17 million.

Austin Powers in Goldmember slid 58 percent, finishing fourth with $13.1 million.

Blood Work arrived in fifth place to an anemic $7.2 million.

There also was a sizzling launch in New York and L.A. for The Good Girl with nearly $150,000 at four theaters, the biggest opening ever for Fox Searchlight Pictures. (For details see OTHER OPENINGS below.)

Even with XXX's powerful arrival, key films -- those grossing $500,000 or more -- fell nearly 10 percent from last year ($137.8 million versus $152.5 million). It was the fourth 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 opened to a chart topping ESTIMATED $46.0 million at 3,374 theaters ($13,634 per theater).

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.

"A big late summer opening that should be at or near the top for weeks to come," Sony Pictures Entertainment worldwide marketing & distribution president Jeff Blake said Sunday morning. "It compares very well to American Pie 2, which opened this same weekend last year (via Universal) to $45 million and was number one three weeks in a row and did $145 million -- over three times its opening.

"I think the advantage of late summer is that if you can start out with a big number you stay at or near the top for several weeks. That's certainly the future we forecast for XXX."

The Diesel-fueled launch of XXX, Blake said, "also beats the opening of The Fast and the Furious (also starring Diesel), which opened to $40 million on June 22, 2001. And that, too, went on to gross $145 million. We certainly are hoping that that kind of performance is ahead for us."

In terms of audience demographics, Blake noted, "We had a strong young audience really evenly divided between males and females -- probably 52-48 male-to-female. The adults came and discovered they loved it, too. (The film got) all A CinemaScore (grades) and I think in the weeks ahead more and more adults are going to find out this is a great fun action movie for them, as well."

Focusing on the film's August arrival, Blake pointed out, "I think for late summer, clearly this is a big opening. The advantage of late summer is that whatever maybe is not available in terms of record opening levels, you get back without having that week after week pounding of huge openings behind you. So if you really have a film that's playable -- and all indications are that this is certainly that -- you're at or near the top for several weeks."

Looking ahead, XXX represents a new franchise for Revolution and Sony. "There's no question (about it)," Blake replied. Besides creating new franchises this summer with Spider-Man and now XXX, he added, Sony "certainly perpetuated one with Men in Black and used one of our favorite stars (Adam Sandler), one of the studio's closest relationships, and had a big hit with that (in Mr. Deeds). We started the summer out in a great way with Spider-Man and we're wrapping it up in a great way with XXX."