Obi-Wan and Anakin with lightsabers drawn

Despite Episode II's blockbuster arrival, Spider-Man showed incredibly strong legs. Its 36 percent drop to second place with $46 million set a new third weekend record. With its cume now at $286.5 million, Spidey is heading for $400 million or more in domestic theaters.

Unfaithful seduced moviegoers into third place with an arousing $10.3 million. About a Boy opened fourth to an encouraging $8.4 million. The New Guy finished fifth, holding well with $6.5 million.

Driven by Star Wars and Spider-Man, key films -- those grossing $500,000 or more -- did over $171 million, up 78 percent from last year's $96.2 million. This was the third consecutive pre-summer weekend in which key films did wildly better than one year earlier. Last weekend they soared 63 percent over last year. For the weekend of May 3-5 they were up 50 percent.

THE TOP TEN

20th Century Fox and Lucasfilm's PG rated franchise installment Star Wars: Episode II - Attack of the Clones exploded in first place with an ESTIMATED $86.15 million at 3,161 theaters ($27,254 per theater).

After opening to $30,141,417 for Wednesday midnight screenings and Thursday, its four day cume is approximately $116.29 million. By comparison, Spider-Man's record setting opening was $114.8 million for a normal three day weekend (May 3-5).

Star Wars' average per theater was the highest for any film playing this weekend.

Directed by George Lucas, it stars Ewan McGregor, Natalie Portman and Hayden Christensen.

"That's the third best three day regular weekend opening ever after Spider-Man's $114 million and $90 million for Harry Potter," Fox distribution president Bruce Snyder said Sunday morning.

"It's the second fastest to $100 million. Of course, Spider-Man did it in three days and this is four. The previous record was Star Wars: Episode I in five days. It opened on a Wednesday (May 19, 1999). Its five day number was $105.659 million. So we've kind of blown past that in four days with $116.291 million on this one. It's just terrific and we're delighted."

Looking back at Episode I -- The Phantom Menace, Snyder noted, "Its Wednesday, the opening day, was $28.5 million. That was the high water mark for the run. The next best day was $24.4 million on Saturday (of weekend one). In this case, we opened to $30.1 million, went to $25.2 million on Friday and Saturday looks like $32.25 million, so it's actually above the opening day and the opening day, remember, had the Midnight shows (from Wednesday) folded in. So this is really a spectacular performance."

Phantom Menace wound up grossing $431.1 million in domestic theaters. Its worldwide total (domestic plus international) was $923 million.

Asked about reports that Clones' Wednesday midnight shows had ticket sales of approximately $6 million, Snyder replied, "Something in that area. It depends on how they got folded into (the total for Thursday), but I think that's a fair estimate."

As for where Clones goes from here, Snyder said, "I'm looking at Episode I as a kind of barometer. It was only off 21 percent on the second weekend because of the (Memorial Day) holiday. So I'm going to hope for that kind of exposure. Certainly, the way the days have gone this is as good as Episode I. If that's an indication, we'll be talking about this all summer long."

Focusing on the health of the overall marketplace, Snyder observed, "It's incredible. Two pictures have $132 million (between them this weekend). Now the amazing part is once you get past Star Wars and Spider-Man, which are their own kind of events, the (other pictures in the Top Ten) had great holds."