By Tim Briody

1. Terminator 3: Rise of the Machines It's clearly not going to set any standards for visuals like T2 did, but the bar is set so high now that doesn't really matter this time. I'm actually convinced that this might not suck, and that's a good enough positive for me to consider it the top film of the month at the box office when all is said and done.

2. Spy Kids 3-D: Game Over Last August's Spy Kids 2 initally seemed like a disappointment, opening to about $10 million less than the first film. But it legged it out through August, September and October to a still-really-good (and highly profitable) $85.8 million. The third go-around for the Robert Rodriguez franchise has the same slickness as the first two films, but this one adds George Clooney, Sylvester Stallone (in a career-reviving role. Seriously.) and 3-D glasses. It's gimmicky, but it'll sell tickets.

3. Bad Boys II: We're All Much More Famous Now The Fresh Prince of Bel-Air and Martin in a film by some commercial director. And to think that it took eight years to find a large enough pile of money to convince them to make a sequel. Life is a funny thing. As we've seen this year, it's a pretty risky prospect to be a sequel. This is one that should fall on the positive side of the ledger. It's a known quantity, and the ad campaign is nothing like the one that did in Hollywood Homicide.

4. Legally Blonde 2: Red, White and Blonde I was initally downgrading this film because all I kept seeing were the same scenes in the advertising. But then I remembered that the same thing happened with the first movie. So maybe MGM is doing something right this time. All sequels do need to be a bit wary after the Charlie's Angels: Full Throttle debacle, but Legally Blonde was actually pretty amusing, so there is certainly demand for this one.

5. Seabiscuit: The Funny Cide Before There Was Funny Cide The near-Triple Crown run last month was the best publicity money could have bought for this. If Funny Cide had indeed pulled it off, it would still be all anyone could talk about. Add in the fact that it's one of the few summer films with legitimate Oscar-buzz about it, and look out for one of the suprise hits of the month.

6. Pirates of the Carribean: Curse of the Black Pearl Would have rated much higher this month if it were only rated (wait for it)...Arrrrrrr. How can you pass up that opportunity? Plus, I'm underwhelmed by what I've seen in the previews and advertising. There's also the Cutthroat Island stigma. Pirate movies just can't be taken seriously anymore, especially one based on a theme-park attraction.

7. Lara Croft: Tomb Raider: The Cradle of Life The second adventure for the Angelina Jolie heroine is clearly going for the gusto, by using not just one, but two (count 'em!), two colons in its mouthful of a title. But if one summer movie's stock is falling the fastest right now, it's this one, especially after the letdown that was Charlie's Angels: Full Throttle. The opening of that film makes you wonder if the key audience really wanted a sequel. This one had a pretty similar box office pattern ($47.7 million opening, $131.1 million total gross), and wasn't that well received to begin with. I wouldn't bet on a third installment just yet, but if it does happen, I'm sure Universal will enter unknown territory with the use of three colons.

8. The League of Extraordinary Gentlemen: Now With Sean Connery! Is anyone else a little bit put off by the line in the commercial? You know, where it explains that Sean Connery himself must unite all of these famous literary characters, and if you didn't know any better, you'd think he was playing himself in the movie? That, and the fact that the general public isn't very familar with the basis for this adaptation, reduce The League to the lower ranks of the month.

9. Johnny English: Bean. James Bean. Does anyone remember who Rowan Atkinson is anymore? Okay, sure, there was Scooby-Doo and Rat Race, but what about Mr. Bean? Yeah, that film earned a solid $45 million back in 1997, but that's back when the Bean character was fairly well known from the television show. Johnny English shows a little bit of promise, though it may not be the franchise starter that the studio is hoping for.

10. Sinbad: Legend of the Seven Seas Until something proves me wrong, I'm way down on traditional animation. Okay, it does look kind of nice, but given the choice, most kids are going to pick Finding Nemo (which is also still going very strong at this point) over Sinbad during the holiday weekend.