Talk about an underdog: The $40 million "Spy Kids 3-D: Game Over" -- which opened up against movies that cost two to three times as much -- came in No. 1 at the weekend box office, raking in $32.5 million and leaving other high profile premieres and holdovers to duke it out for second place.

"Lara Croft: Tomb Raider -- The Cradle of Life," starring new action queen Angelina Jolie, and "Seabiscuit," starring Toby Maguire, were locked in a virtual dead heat with "Pirates of the Caribbean: The Curse of the Black Pearl," starring Johnny Depp, and "Bad Boys II," starring Will Smith and Martin Lawrence, according to studio estimates.

To the credit of "Seabiscuit," the film, which drew good to mixed reviews, had a very high per-screen average and opened in limited release compared to the other movies. Time will tell whether the nostalgic tale of the championship horse of the '30s and '40s has "legs."

Until the dust settles, the Top 10 movies of this past weekend were as follows:

1. "Spy Kids 3-D: Game Over," $32.5 million
2. "Pirates of the Caribbean: The Curse of the Black Pearl," $22.4 million
3. "Bad Boys II," $22 million
4. "Lara Croft: Tomb Raider -- The Cradle of Life," $21.8 million
5. "Seabiscuit," $21.5 million
6. "Terminator 3: Rise of the Machines," $5 million
7. "The League of Extraordinary Gentlemen," $4.9 million
8. "Johnny English," $4.3 million
9. "Finding Nemo," $4 million
10. "Legally Blonde 2: Red, White & Blonde," $2.7 million