Country's Shania Twain, Tim McGraw Outsell New Tupac, J. Lo

Paul McCartney debuts at #8, Snoop Dogg at #12, System of a Down at #14.

There's no other way for Shania Twain's Up! to go but down — just not yet.

For a second week, Twain's first studio album since 1997's smash Come on Over tops the Billboard 200 albums chart, moving more than 625,000 copies, according to SoundScan figures released Wednesday (December 4). Twain's album has a two-week sales total of more than 1.5 million.

Shania's got a country companion, Tim McGraw's Tim McGraw & the Dancehall Doctors, in the #2 slot. The album, which features a cover of Elton John's "Tiny Dancer," sold more than 601,000 copies in its first week.

The "8 Mile" soundtrack, at #3, sold more than 393,000 copies to push its five-week total past 2.2 million. Now That's What I Call Music Vol. 11, featuring Nelly, Kylie Minogue and Shakira, among others, slips two spots to #4 after selling more than 375,000 copies in its second week.

Another posthumous Tupac LP, the poetic rapper's fifth, leads the pack of new releases hitting stores just in time for the holiday rush. The double album Better Dayz, which includes contributions from Nas, Trick Daddy and Mya, among others, sold more than 366,000 copies to take the #5 slot ("New Tupac Tracks Roll Out On Another Posthumous Double Album").

Jennifer Lopez's This Is Me ... Then, featuring the single "Jenny From the Block," sold more than 314,000 copies to debut at #6 (see "J. Lo Sets Release Date For LP After Song Leaks Out"), just above former #1 album Cry by Faith Hill, which moved more than 230,000 copies.

Paul McCartney is back with a double live album, Back in the U.S., recorded during the first leg of his 2002 tour. The former Beatle's set, which includes the tunes "Jet," "We Can Work It Out," "Eleanor Rigby" and the recent "Vanilla Sky," comes in at #8.

Snoop Dogg, fresh from a self-imposed (and slightly suspicious) smoke-free Smoke Out festival with Cypress Hill, Taproot and Adema, debuts at #12 spot with Paid Tha Cost to Be Da Bo$$. Snoop's sixth album, the follow-up to 2000's Tha Last Meal, sold more than 173,000 copies on the strength of first single, "From Tha Chuuuch to Da Palace" (see "Snoop Quotes Pootie Tang And Cheers: 'Pimp, Pimp Hooray!'").

More than 166,000 System of a Down fans apparently can't follow directions, since the Armenian avant-metallists' Steal This Album!, consisting of fully realized tunes whose demos had been pirated on the Web, sold that many copies to debut at #15 (see "From-The-Vault System Songs Have New Political Relevancy").

The remainder of the top 20 includes Avril Lavigne's Let Go holding at #9 with total sales of more than 3 million; Christina Aguilera's Stripped stepping up two spots to #10 with the new single "Beautiful"; Elvis Presley's Elvis - 30 No. 1 Hits up 15 to #11; Ja Rule's Last Temptation down nine to #13; The Eminem Show down three to #14; Jay-Z's Blueprint 2: The Gift & the Curse down 11 to #16; the Dixie Chicks' Home down one to #17; Santana's Shaman down four to #18; Justin Timberlake's Justified down nine to #19; and Missy Elliott's Under Construction down two to #20.

High-profile releases pepper the chart elsewhere. Dru Hill's first album in four years, Dru World Order, comes in at #21 (see "Dru Hill Getting Ready To Make Girls Scream Again"), while Cash Money newcomer Baby a.k.a. the #1 stunna's Birdman nests at #24. The Roots follow 1999's Things Fall Apart with Phrenology, the Philly crew's fifth studio LP, at #28 (see "?uestlove Talks New Roots, Common LPs"). And pop-punkers Sum 41's second album, Does This Look Infected?, festers at #32 (see "Sum 41 Sober Up On Does This Look Infected?").

Busta Rhymes' sixth album, It Ain't Safe No More, debuts at #43, the poorest showing the rapper has ever had (see "Busta Borrows From Gilligan, Encourages Wildin' Out On New LP"). Equally lackluster was the maiden effort by Kelly Osbourne. Despite an audience well-primed from the start of the second season of "The Osbournes" and two singles, "Papa Don't Preach" and "Shut Up," her Shut Up lands at #101 (see "Kelly Osbourne Opens Her Big Mouth On Shut Up").

Sales were up almost universally, with the top 200 albums selling more than 10.5 million copies last week, compared to about 6.8 million the week before. Matchbox Twenty, Audioslave and Toni Braxton, however, fell victim to hefty sales declines, with Braxton's More Than a Woman taking the biggest dip of the three, falling 33 spots to #46.

Other notable debuts include the "Paid in Full" soundtrack, featuring Slick Rick, Jay-Z and Eric B & Rakim, at #53; Bob Dylan's Vol. 5 — Bootleg Series at #56; K-Ci & Jojo's Emotional at #61; and operatic prodigy Charlotte Church's Prelude: The Best of Charlotte Church at #93.