Star Wars gave way to a renewal of the Cold War as Ben Affleck's nuclear showdown The Sum of All Fears debuted as the top weekend film with $31.2 million.

        The Sum of All Fears, adapted from Tom Clancy's best seller, took over the No. 1 spot from Star Wars: Episode II — Attack of the Clones, which grossed $20.7 million in its third weekend to raise its total to $232 million, according to studio estimates Sunday.

TOP TEN

1. The Sum of All Fears, $31.2 million.    2. Star Wars: Episode II — Attack of the Clones, 20.7 million.    3. Spider-Man, $14.5 million.    4. Undercover Brother, $12.1 million.    5. Spirit: Stallion of the Cimarron, $10.7 million.    6. Insomnia, $9.8 million.    7. Enough, $6.8 million.    8. About a Boy, $4.1 million.    9. Unfaithful, $3 million.    10. The New Guy, $1.5 million.

        Attack of the Clones clearly will finish well below Spider-Man, making it the first Star Wars installment that failed to become the year's top-grossing film.

        Spider-Man came in at No. 3 with $14.5 million in its fifth weekend, lifting its gross to $354 million. The movie will pass the $357 million total of Jurassic Park this week to become the No. 5 film on the all-time domestic chart.

        The weekend's other new release, Eddie Griffin's “blaxploitation” spoof Undercover Brother, opened in fourth place with $12.1 million.

        After a nearly four-month run of rising revenues, the overall box office slipped. The top 12 films took in $116 million, off 5 percent from the same weekend last year, when strong holdovers Pearl Harbor and Shrek dominated the market.

        In The Sum of All Fears, Pearl Harbor star Mr. Affleck plays a CIA analyst trying to unravel a terrorist plot to rekindle U.S.-Russia tensions by launching a nuclear attack on American soil.

        Hollywood has tread lightly on terrorist topics since the Sept. 11 attacks, but the film's tough terrorism images did not bother audiences, said Wayne Lewellen, head of distribution for Paramount, which released Sum of All Fears.

        “You don't want to put something in the marketplace that people might consider offensive or in bad taste,” Mr. Lewellen said. “But we've given them enough time since the incident. I think the public is ready to move on, quite honestly.”

        For “Attack of the Clones,” third-weekend revenues were about 35 percent lower than its predecessor's, “Star Wars: Episode I — The Phantom Menace,” three years ago. That film went on to gross $431 million domestically, but “Attack of the Clones” likely will finish in the $300 million range.

        “It won't be "Phantom Menace,”' said Bruce Snyder, head of distribution for 20th Century Fox, which releases the “Star Wars” films.

        The new film has been better received by fans than “The Phantom Menace,” but Snyder said “Attack of the Clones” has more competition from other big films.

        “Three years ago, everybody kind of stayed away from us for May and June,” Snyder said. “This time, there's a big picture every week.”

        Pent-up “Star Wars” demand probably elevated “Phantom Menace,” which had been the first new film in the franchise in 16 years. Theatrical reissues of new editions of the original “Star Wars” trilogy in 1997 also made for a strong lead-in to “Phantom Menace.”

        “Star Wars” is partly a victim of its own success, its earlier installments creating lofty but not always realistic expectations, said Paul Dergarabedian, president of Exhibitor Relations, which tracks the box office.

        “These earlier "Star Wars' films set the standard by which we judge blockbusters, so they're always going to be held to a higher standard. There's the rub,” Dergarabedian said. “But for a franchise that started 25 years ago to have a movie generating over $200 million, in my mind it still says it's very strong and relevant.”

        Estimated ticket sales for Friday through Sunday at North American theaters, according to Exhibitor Relations Co. Inc. Final figures will be released today.

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