Is It 'Game Over' For 'Tomb Raider'? 'Spy Kids' Tops Box Office

'Pirates' stays at #2 and 'Bad Boys' falls to #3 as 'Cradle of Life' bows at #4.

"Spy Kids 3-D: Game Over" may have been the clear winner at the box office this past weekend, but the rest of the top five was nearly too close to call.

The latest installment of the kid-flick franchise took in $32.5 million, while "Lara Croft Tomb Raider: The Cradle of Life" and "Seabiscuit" failed to best two previously #1 flicks in a close race.

Director Robert Rodriguez, who burst onto the scene in 1992 with the $7,000 action indie "El Mariachi," reportedly managed to keep the production cost of "Spy Kids 3" down to just $39 million, roughly the same amount as last year's "Spy Kids 2." The film played in more than 3,300 theaters during its opening weekend, only slightly more than the new "Tomb Raider" flick. (Click for photos from "Lara Croft Tomb Raider: The Cradle of Life.")

The second film based on the popular "Tomb Raider" video games was #4 with $21.7 million — less than half of the original's $47.7 million opening. Meanwhile, "Seabiscuit" played on less than 2,000 screens and debuted at #5 with $21.5 million. The horse racing drama, starring Tobey Maguire and based on a popular novel, is expected to expand to more venues in the coming weeks.

"Pirates of the Caribbean: The Curse of the Black Pearl" held onto the #2 spot with $22.4 million. The Jerry Bruckheimer-produced flick has earned $176.1 million in the last three weeks, according to studio estimates. (Click for photos from "Pirates of the Caribbean: The Curse of the Black Pearl.") Bruckheimer's "Bad Boys II" was #3 with $22 million, bringing its two-week total to $88.4 million. (Click for photos from "Bad Boys II.")

The rest of the weekend's top 10 includes "Terminator 3: Rise of the Machines" at #6 with $5 million ($137.4 million, four weeks); "The League of Extraordinary Gentleman" at #7 with $4.8 million ($52.7 million, three weeks); "Johnny English" at #8 with $4.3 million ($18.4 million, two weeks); "Finding Nemo" at #9 with $4 million ($312.6 million, nine weeks) and "Legally Blonde 2: Red, White and Blonde" at #10 with $2.6 million ($82.1 million, four weeks).

This coming weekend's new releases will include the long-delayed Ben Affleck/ Jennifer Lopez team-up "Gigli" and "American Wedding," the reportedly final installment in the "American Pie" series (see " 'Pie' Cast Says Smaller 'Wedding' Is Tastiest Slice Yet").