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.
"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."
Buena Vista/Touchstone's PG-13 rated supernatural thriller Signs fell one peg to second place in its second weekend with a still solid ESTIMATED $30.0 million (-50%) at 3,310 theaters (+46 theaters; $9,095 per theater). Its cume is approximately $118.3 million.
Miramax's Dimension Films opened its PG rated family comedy sequel Spy Kids 2: The Island of Lost Dreams in third place to an unexciting ESTIMATED $17.0 million at 3,307 theaters ($5,141 per theater). Its cume after five days is approximately $25.3 million.
The original Spy Kids opened to $26.5 million for three days over the weekend of Mar. 30-Apr. 1, 2001 at 3,104 theaters (averaging $8,552 per theater). It went on to gross $112.7 million in domestic theaters.
Distribution sources said Sunday morning that one of the PG rated sequel's problems was having to compete against the PG-13 rated XXX's opening. Ten year old kids who might otherwise have opted to see Spy Kids 2, were instead turning to XXX the way their older brothers and sisters were.
New Line's PG-13 rated comedy sequel Austin Powers in Goldmember slipped two rungs to fourth place in its third week with an ESTIMATED $13.08 million (-58%) at 3,508 theaters (-105 theaters; $3,727 per theater). Its cume is approximately $167.8 million.
"We're still the only major comedy that's really out there, so we feel we're going to hold into the fall, New Line distribution president David Tuckerman said Sunday morning.
Warner Bros.' R rated thriller Blood Work arrived quietly in fifth place to an ESTIMATED $7.24 million at 2,525 theaters ($2,865 per theater).
"It's a very well made film, a good story, and it's received excellent reviews," Warner Bros. Distribution president Dan Fellman said Sunday morning. "We're in this for the long run so we'll wait a few weeks and see if we can build some momentum."
Revolution Studios and Columbia's PG rated family comedy Master of Disguise skidded three notches to sixth place in its second week with a less funny ESTIMATED $5.1 million (-59%) at 2,568 theaters (+3 theaters; $1,986 per theater). Its cume is approximately $23.8 million.
Directed by Perry Andelin Blake, it stars Dana Carvey.
"It's a $16 million picture (in terms of production cost) and we'll probably finish in the mid-$30 millions," Sony's Jeff Blake said Sunday morning. "It will be very profitable for everybody involved."
DreamWorks and 20th Century Fox's R rated adult appeal drama Road to Perdition dropped two posts to seventh place in its fifth week with an okay ESTIMATED $4.0 million (-39%) at 2,211 theaters (-121 theaters; $1,811 per theater). Its cume is approximately $84.1 million.
Gold Circle Films and HBO's PG rated romantic comedy sleeper hit My Big Fat Greek Wedding, which was ninth last week, continued to widen in its 17th week via IFC Films, tying for eighth place with a still impressive ESTIMATED $3.2 million (+6%) at 723 theaters (+66 theaters; $4,426 per theater). Its cume is approximately $45.2 million, heading for $55-60 million in domestic theaters.
MTV Films and Paramount's R rated concert film Martin Lawrence Live: Runteldat, which was fourth last week, tied for eighth place in its second week with a less lively ESTIMATED $3.2 million (-57%) at 774 theaters (+22 theaters; $4,102 per theater). Its cume is approximately $13.2 million.
Rounding out the Top 10 was Columbia's PG rated family comedy sequel Stuart Little 2, down four pegs in its fourth weekend with a quiet ESTIMATED $2.7 million (-56%) at 2,382 theaters (-713 theaters; $1,134 per theater). Its cume is approximately $53.0 million.
Directed by Rob Minkoff, it stars Geena Davis.
This weekend also saw the arrival of Fox Searchlight Pictures' R rated comedy The Good Girl to a really good ESTIMATED $0.15 million at 4 theaters in New York and Los Angeles ($37,176 per theater). Its cume after five days is approximately $0.2 million.
"It was fantastic," Fox Searchlight distribution president Stephen Gilula said Sunday morning. "That's the biggest opening in Searchlight history. The previous high was Boys Don't Cry (with $73,720 at two theaters the weekend of Oct. 8-10, 1999), in which Hilary Swank had quite a performance. Already some of the critics are talking about Jennifer for Oscar (consideration). Also, as far as I can tell, we're the biggest platform opening in 2002 so far this year. So we're very, very excited."
Building on the strong opening, Gilula said, "We're expanding this week to another 18 markets. We'll be on about 55 theaters next Friday. We'll be expanding the following week, as well, and we should be pretty wide by Labor Day. We hope to be on roughly 400 to 500 theaters by Aug. 30."
Focusing on Girl's opening weekend ticket sales, Gilula observed that, "The gross has been limited because we were selling out all the shows yesterday. On Saturday all the evening shows and most of the matinees sold out in all four theaters. So we were limited by our seating capacity."
Moviegoers, he added, "really like the movie. So we're very excited. After a fairly dry summer for the specialized product, it's nice (to see Girl arrive with such strength) and really take off like this."
It's also a release time that's worked well for Fox Searchlight in the past. "We have a great history here," Gilula said. "It's exactly the same week we opened The Deep End last year. And Full Monty opened in mid-August. Searchlight's first film back in '95, The Brothers McMullen, opened on this weekend. It's kind of a lucky week for us.
"We would have liked to have opened earlier in the summer, but partly it had to do with scheduling Jennifer's availability to really work on pre-publicity. Everything really came together. By this time in the summer the moviegoing audience is ready for something more different and more substantial than the big action popcorn movies and the big sequels. I think that our timing again this year turned out to be just perfect."
United Artists' R rated comedy 24 Hour Party People, released through MGM, opened to an encouraging and energetic ESTIMATED $34,000 at 2 theaters in New York ($17,000 per theater).
Directed by Michael Winterbottom, it stars Steve Coogan.
Sony Pictures Classics' G rated comedy Secret Ballot got few votes from moviegoers, opening to an ESTIMATED $14,000 at 5 theaters ($2,725 per theater).
The film's Iranian writer-director Babak Payami was honored as best director at the Venice Film Festival.
There were no national sneak previews this weekend.
On the expansion front this weekend Miramax's R rated drama Full Frontal added theaters in its second week, but failed to spark moviegoer interest with an ESTIMATED $0.37 million at 214 theaters (+6 theaters; $1,711 per theater). Its cume is approximately $1.4 million.
Miramax's PG-13 romantic comedy Tadpole expanded in its fourth week to a chaste ESTIMATED $0.28 million at 92 theaters (+45 theaters; $3,007 per theater). Its cume is approximately $1.1 million.
Focus Features' R rated The Kid Stays in the Picture, the "unbelievable true tale of Robert Evans," went wider in its third week with a still encouraging ESTIMATED $0.2 million at 45 theaters (+40 theaters; $4,422 per theater). Its cume is approximately $0.5 million.
Produced and directed by Brett Morgen and Nanette Burstein and produced by Graydon Carter, Kid is based on the book by Robert Evans.
"It's a good print average based on what's going on this summer," Focus Features distribution head Jack Foley said Sunday morning. "We had good reception critically right across the board and the way it played in (markets like) New York, Washington, Chicago, Boston is satisfactory. We're really happy with what we got. Now it's a question of how it continues to hold.
"We're opening 10 more markets this Friday. It's doing very nicely out there in the marketplace. It's competing well with everything."
Paramount Classics' R rated crime comedy Who Is Cletis Tout added theaters in its third week, going nowhere with a weak ESTIMATED $24,000 at 36 theaters (+3 theaters; $665 per theater). Its cume is approximately $0.18 million.
Key films -- those grossing more than $500,000 -- took in approximately $137.85 million, down 9.62 percent from last year when they totaled $152.51 million.
Key films were down about 9.37 percent from the previous weekend of this year when they grossed $152.09 million.
Last year, Universal's opening week of American Pie 2 was first with $45.12 million at 3,063 theaters ($14,730 per theater); and New Line's second week of Rush Hour 2 was second with $33.12 million at 3,118 theaters ($10,621 per theater). The top two films one year ago grossed $78.2 million. This year, the top two films grossed an ESTIMATED $76.0 million.