In a pairing reminiscent of Marvel Comics' classic "Team Up" series, in which Spider-Man regularly fought against then teamed up with another hero, "Star Wars" stood alongside "Spider-Man" this past weekend to hold down the two top box-office spots against a handful of challengers.

George Lucas' long-anticipated "Star Wars Episode II: Attack of the Clones" held the top position firmly in its grasp for the second week in a row, generating $61.2 million over the weekend. Though it has received mixed reviews from the press — in a fashion similar to all of the earlier "Star Wars" flicks — "Attack of the Clones" has benefited from a word-of-mouth buzz. Many fans, disappointed by 1999's somewhat child-geared "Episode I," are ecstatic about several scenes in the latest installment, not the least of which includes a lightsaber battling Yoda. The positive fan reaction to "Episode II" has propelled the movie past the $200 million mark in just two weeks. The success of "Episode II" only barely trails behind the initial performance of "Spider-Man" (see "Movie House: 'Spider-Man' Breaks Box-Office Record"), despite the fact that it is playing on roughly 700 fewer screens. "Spider-Man" has made over $334 million in four weeks, $36.5 million of that in the past weekend.

Though they were unable to topple either of the two fantasy-fueled giants, three new movies — "Insomnia," "Enough" and "Spirit: Stallion of the Cimarron" — were powerful enough to crack the top 10.

"Insomnia," boasting the triple Academy Award-winning attack of Al Pacino, Robin Williams and Hilary Swank, enjoyed a $26 million opening, placing it third behind "Star Wars" and "Spider-Man." Directed by Christopher Nolan ("Memento"), the movie's surreal atmosphere and nuance-filled performances made it a dense and cerebral alternative to the Jedis and Spidey's more popcorn-oriented fare. "Insomnia" no doubt benefited from older "kids" and parents burned out on blockbuster mania.

Speaking of parents, many of them took their youngest children out to see the animated "Spirit: Stallion of the Cimarron," earning the Matt Damon-voiced horse film the fourth spot with $23 million. Jennifer Lopez's latest starring vehicle, the domestic abuse revenge thriller "Enough," opened on far fewer screens than "Insomnia" or "Stallion" and came in fifth with $17.5 million.

Hugh Grant's engaging performance in Nick Hornby-novel-turned-movie "About a Boy," accentuated in the film by the mellow tunes of Badly Drawn Boy (see "About A Badly Drawn Boy: Singer/Songwriter Does Soundtrack"), helped garner the picture another $10 million, for an overall take of $21.9 million in two weeks of release on less than 2,000 screens. To put that in perspective, "Star Wars" is playing on 3,161 screens.

The rest of the top 10 includes "Unfaithful" at #7 with $7.7 million; "The New Guy," costarring Eddie Griffin of the upcoming "Undercover Brother," at #8 with $5.5 million; "Changing Lanes" at #9 with $2 million (for $64.5 million overall in seven weeks of release); and the Rock's "The Scorpion King" at #10 with $1.9 million.