By Stephanie Star Smith

10) Tie: Master of Disguise, Runteldat, Slap Her, She's French. ($15 million) I don't see any of these making much headway, although for different reasons. Master of Disguise looks to continue Dana Carvey's streak of bad luck with films that don't have "Wayne's World" in the title. If this is still in theaters two weeks from opening, I'll take that as a sign of the approaching apocalypse. Not to mention the spate of violence that might result if that damned "Turtle, turtle" spot is run one more time. Runteldat, Martin Lawrence's latest bid for attention, is a stand-up concert film, a genre which works wonderfully on HBO but doesn't have a great track record on the big screen, The Original Kings of Comedy notwithstanding. And our last entrant, Slap Her, She's French is an uninspired entry into the teen comedy genre that may or may not be released as scheduled; considering the only trailer currently extant is in German, I'm leaning towards the not. Even if it does make it into the August fray, I don't much like its chances; the story seems tired, and there's only so many ways you can get guys into the theater solely to watch a good old-fashioned catfight. This one fairly screams straight-to-video, and the producers may yet listen. One can only hope.

9) Tie: Full Frontal, The Adventures of Pluto Nash, Blue Crush ($20 million) Full Frontal ends up this low for several reasons: It's a limited release; it's a behind-the-scenes look at movie-making, which historically don't do big box office; and it's a non-linear plot, another historically poor performer. However, it's got a couple of very, very big things in its favor, not the least of which is Steven Soderbergh at the helm of what he refers to as the "unofficial" sequel to sex, lies and videotape. I could actually be setting the bar a bit low for this one, but the lack of venues won't get it much above the low 20s. The Adventures of Pluto Nash has been on the shelf for nigh on to two years. Strike one. The director seems to have let Eddie Murphy just be Eddie Murphy, without any thought to plot or character. Strike two. Some of the jokes look like Mel Brooks scrubbed them from Spaceballs as not funny enough. Take a seat on the bench, Eddie; you're out. As for Blue Crush...I think an episode of Gidget would have played better. If they missed a sports-movie cliché, it wasn't evident from the trailer. That this one makes the list at all is by virtue of hot chicks in bikinis; hormones sell tickets, too.

8) Undisputed ($25 million) I loved this film when it was The Longest Yard and about football. No, wait; I didn't, but a lot of people did. The problem here is that neither Ving Rhames' nor Wesley Snipes' characters are all that pleasant; whether the fight sequences are sufficiently engaging to overcome that obstacle remains to be seen. Then again, maybe if they put Vanessa Williams in and talk about Radio Shack, they could have something.

7) S1mOne ($40 million) Somewhere, Max Headroom is having a nervous breakdown. I think the novelty factor here, coupled with another Al Pacino over-the-top (in a good way) character is going to garner some decent box office. I'm guessing New Line is thinking along these same lines, as the newest trailer focuses almost exclusively on the computer-simulation aspects of the lead...actress, for lack of a better word. Should be interesting to see how well - or how poorly - the virtual-actor angle is handled.

6) Serving Sara ($60 million) Up until The Whole Nine Yards, feature films had not been kind to Matthew Perry. Or perhaps, more to the point, Matthew Perry hadn't been kind to his feature-film career, consistently picking scripts that were...less than stellar stories, to put it mildly. Serving Sara will show whether he's learned anything, and I, for one, think he has. The screwball comedy is a lost art in Hollywood, but like The Whole Nine Yards before it, I think Serving Sara has a chance at helping to revive this once-proud genre. Plus any film with Bruce Campbell in it gets my vote.

5) fear dot com ($70 million) Yeah, I know; a murder-mystery/horror film that focuses on the Internet doesn't inspire a lot of confidence. But any medium will lend itself to horror if the story is handled properly, and I think this one goes quite a ways down that road. The whole Big Brother-in-reverse idea is appealing, too, and paranoia, done right, can bring in the greenbacks at the box office. Besides, we need one out-and-out spook movie each month, and this is mine.

4) Blood Work ($95 million) Clint Eastwood has proved time and again that he can still pull them into the theaters. The fact that he not only doesn't try and disguise the fact that he's getting a bit long in the tooth but actually brings that into the plotline makes watching his films that much more enjoyable. Once again returning to the crime genre, Eastwood triple-hyphenates on an intriguing story of the unwilling bond that sometimes develops between investigator and serial killer. This one may not wow them with an astronomical opening-weekend gross, but expect it to still be around long after the leaves have turned colors.

3) Spy Kids 2: The Island of Lost Dreams ($125 million) The original Spy Kids shocked just about everyone by grossing over $100 million domestic in the spring of 2001. Naturally, that kind of business engenders a sequel, and so just over a year later, we're treated to Spy Kids 2. This time around, it's the kids that need saving, and not only are Mom and Dad riding to the rescue, but they're bringing Grandma and Grandpa (in the person of the marvelous Ricardo Montalban) along, too. Add to this the gaggle of stop-motion creatures the kids encounter that look like nothing so much as an homage to the great Ray Harryhausen, and you've got yourself another winner. The kiddies ought to flock to this until school's back in session, and there will probably be more than a few parents who check it out at least once. Next up: Spy Kids 3: Milking the Cash Cow Dry.

2) Signs ($175 million) M. Night Shyamalan returns to his August stomping grounds, this time with Mel Gibson as his dancing partner (mix metaphors much?). Having explored ghosts and superheroes, now Shyamalan takes on crop circles. Are they made by aliens? By humans perpetrating an elaborate hoax? By archangels and cherubs and all the heavenly host? Well, you won't know till you go see the movie, and neither will I. Which is as it should be, cause the twists in Shyamalan's films are half the fun. Though Unbreakable was considered a flop by some, having "only" grossed around $95 million before exiting theaters, it was still a strong follow-up to the sensation that was The Sixth Sense; moreover, it demonstrated that Shyamalan has a unique vision and a distinct style, things that will bring in audiences on the strength of his name alone. Add Gibson - a bona fide star of an even greater magnitude than Shyamalan's former collaborator, Bruce Willis - to the mix, and you've got the makings of a potential box-office behemoth. I'd have this in the number-one spot, if it wasn't for a little film called...

1) xXx ($225 million) Vin Diesel sticks a rocket in the spy genre's ass and fires it well into the 21st century as the eponymous extreme-sports aficionado-turned-undercover agent. I think everyone wondering who the next-generation action star will be can stop right here; after gaining notice in Pitch Black - at least, amongst those who actually saw the film - Diesel became red-hot after last summer's street-racing ode The Fast and the Furious. Now he re-teams with his FatF director Rob Cohen and kicks his magnitude up to a white giant as "the best and the brightest of the bottom of the barrel", as the inimitable Samuel L. Jackson puts it in the film. Given the major stunts, the presence of a kick-ass female partner and love interest, the cool gadgetry and all the stuff that blows up real good, Revolution Studios and Sony will likely get the franchise for which they're hoping, and the rest of us will get an action star that's a bad mother...well, you all know the rest of that line.