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The buddy sequel Bad Boys II proved a formidable opponent for an angst-y teen girl, a ship of cursed pirates and a bumbling secret agent at the box office weekend. The shoot 'em up actioner gunned down the competition with a lawful *$46.7 million, defeating the espionage spoof Johnny English, which snuck in at fourth place with a furtive $9.3 million, and the adolescent drama How To Deal, which opened in eighth position with a meager $5.8 million.

Bad Boys II also trounced last week's box office topper, Pirates of the Caribbean: The Curse of the Black Pearl. The swashbuckling tale, however, did not experience the typical second week drop off and continued to sail smoothly with an impressive $33.3 million--down only 29 percent from last week.

But while moviegoers demonstrated they hadn't had their fill of pirates just yet, they certainly weren't interested in learning how to deal. How To Deal failed to strike a chord with teen audiences, and it looks as though star Mandy Moore will find out what happens when the box office "gets turned upside down."

Rounding out the Top Five were the period thriller The League of Extraordinary Gentlemen, which came in third with $10.1 million, and the sci-fi actioner Terminator 3: Rise of the Machines, which landed in fifth place with $9.1 million.

THE TOP TEN

Sony Picture's R rated buddy actioner Bad Boys II premiered at the top of the box office with an ESTIMATED take of $46.7 million at 3,186 theaters. Its $14,658 per theater average was the highest of any film playing wide this weekend.

In the sequel, Miami narcotics detectives Mike Lowrey and Marcus Burnett become part of a high-tech task force assigned to stem the flow of designer ecstasy into the city and inadvertently uncover a deadly conspiracy involving a ruthless drug lord.

Directed by Michael Bay, it stars Will Smith, Martin Lawrence, Jordi Molla, Gabrielle Union and Peter Stormare.

Buena Vista Pictures' PG-13 rated fantasy actioner Pirates of the Caribbean: The Curse of the Black Pearl, last week's box office champ, came in second in its second week with an ESTIMATED $33.3 million (-29%) at 3,359 theaters (+90 theaters; $9,914 per theater). Its cume is $132.2 million.

Directed by Gore Verbinski and produced by Jerry Bruckheimer, it stars Johnny Depp, Geoffrey Rush, Orlando Bloom and Keira Knightley.

Twentieth Century Fox's PG-13 rated period thriller The League of Extraordinary Gentlemen fell one spot to third place in its second week with an ESTIMATED $10.1 million (-56%) at 3,002 theaters (unchanged; $3,364 per theater). Its cume is approximately $42.4 million.

Directed by Stephen Norrington, it stars Sean Connery, Naseeruddin Shah, Peta Wilson, Tony Curran, Stuart Townsend, Shane West and Jason Flemyng.

Universal Pictures' PG rated spy spoof Johnny English took fourth place with an ESTIMATED $9.3 million at 2,236 theaters with a $4,159 per theater average.

In the film, the British Secret Service calls upon bumbling secret agent Johnny English when a plan to filch the monarchy's Crown Jewels comes to their attention.

Directed by Peter Howitt, it stars Rowan Atkinson, Natalie Imbruglia, Ben Miller and John Malkovich.

Warner Bros.' R rated sci-fi actioner Terminator 3: Rise of the Machines dropped two places to No. 5 in its third week with an ESTIMATED $9.1 million (-53%) at 3,404 theaters (-100; $2,701 per theater). Its cume is approximately $127.7 million.

Directed by Jonathan Mostow, it stars Arnold Schwarzenegger, Nick Stahl, Claire Danes and Kristanna Loken.

Buena Vista/Disney and Pixar Animation Studios' G rated computer-animated feature Finding Nemo fell only one spot in its eighth week to sixth place with an ESTIMATED $7.3 million (-14%) at 2,408 theaters (-163 theaters; $2,944 per theater). Its cume is approximately $303.8 million.

Directed and co-written by Pixar veteran Andrew Stanton, it features the voices of Albert Brooks, Ellen DeGeneres, Alexander Gould, Willem Dafoe and Brad Garrett.

*Box office estimates provided by Exhibitor Relations, Inc.