The PG-13-rated romantic comedy from MGM and Davis Entertainment captured the top spot with a frisky estimated $12.3 million at 2,750 theaters ($4,468 per theater).

Directed by David Mirkin, "Heartbreakers" stars Sigourney Weaver, Jennifer Love Hewitt and Gene Hackman.

"Two in a row," MGM worldwide distribution president Larry Gleason said Sunday morning, referring to the studio's Number One openings for "Hannibal" in February and now "Heartbreakers." "The last time (MGM had two consecutive first place openings) was 1995 with 'Get Shorty' and 'GoldenEye,' which were back to back pictures. The Lion is back again!

"This is right where we wanted ('Heartbreakers') to be. We're happy for it. The plan that we had of aggressively screening this picture (with sneak previews two consecutive Saturday nights) and showing that it was fun also helped us get an audience that's a little bit younger. Jennifer Love Hewitt was a key to that. The fact that we have her in this movie has enabled us to get more young people in."

Looking at the film's audience composition, Gleason noted it was, "60-40 female-male. It got a 68% definite

recommend against a norm of 50% and that's great. It was pretty evenly older women-younger women, males were a

little bit lighter. The Top Two Boxes (excellent and very good) are 83%. It bodes well for the future."

Sony's Screen Gems division opened its R-rated urban appeal comedy "The Brothers" in second place with a

muscular estimated $10.7 million at 1,378 theaters ($7,765 per theater).

"Brothers" had the highest per-theater average for any film playing in wide release last weekend.

Written and directed by Gary Hardwick, "Brothers" stars Morris Chestnut, D.L. Hughley, Bill Bellamy and Shemar Moore.

"This is a very focused release with half the prints of the other top pictures this week and has an incredibly strong screen average," Sony Pictures Entertainment worldwide marketing & distribution president Jeff Blake said Sunday morning. "It has an A CinemaScore, which really makes you believe that those 1,378 runs are going to be playing for a long time."

"Brothers" should be nicely profitable for Sony. "It's a $6 million negative," Blake said. "We always had our eye on Universal's release of 'Best Man,' which was similar certainly (in being an) African-American romantic comedy. They opened Oct. 22, 1999, in 1,346 screens to $9,031,660 and did $34.1 million. So we always have had our eye on that one, and the fact that we've beat it pretty significantly really gives us hope that this is definitely a picture we can get into the mid-$30 millions or $40 millions. At a $6 million cost, that's a terrific piece of business."

Sony's Screen Gems label, he said, "is really on a bit of a roll here after 'Snatch.' Their next release is (the horror genre drama) 'The Foresaken' on April 27 (directed by J.S. Cardone and starring Kerr Smith and Brendan Fehr), and then they have 'John Carpenter's Ghosts of Mars' (directed by Carpenter and starring Ice Cube, Jason Statham and Natasha Henstridge) this summer. It's a very wonderful, focused marketing job by the Screen Gems group. You can give the credit to Valerie Van Galder, who's the head of marketing, and Clint Culpepper, who's the head of production. They really teamed up for a good one here."

Warner Bros. and Village Roadshow Pictures' R-rated action drama "Exit Wounds" slid two pegs to third place in its second week with a less-penetrating estimated $9.23 million (-50%) at 2,830 theaters (theater count unchanged; $3,260 per theater). Its cume is approximately $32.6 million.

Directed by Andrez Bartkowiak, "Exit" was produced by Joel Silver and Dan Cracchiolo. It stars Steven Seagal and DMX and was executive produced by Bruce Berman.

Paramount's R-rated World War II drama "Enemy at the Gates" from Mandalay Pictures added theaters in its second week but still fell two rungs to fourth place with a quieter estimated $8.4 million (-39%) at 1,677 theaters (+168 theaters; $5,009 per theater). Its cume is approximately $26.2 million.

Produced and directed by Jean-Jacques Annuad, "Enemy" stars Joseph Fiennes, Jude Law, Rachel Weisz, Bob Hoskins and Ed Harris.

"I was a little disappointed in the Friday figure, but Saturday came back real strong. We were down 29% on

Saturday, and I'm figuring about 40% today (Sunday) because the Academy Awards will impact us a little more than it will some of the other films, (because 'Enemy' is) more adult and a little more upscale," Paramount distribution president Wayne Lewellen said Sunday morning.

Sony Pictures Classics' Oscar-contending, PG-13-rated action adventure "Crouching Tiger, Hidden Dragon" rose one peg to fifth place in its 16th week, still basking in the glow of its 10 Oscar nominations with an estimated $4.65 million (+15%) at 2,027 theaters (+167 theaters; $2,295 per theater). Its cume is approximately $106.3 million.

"Tiger's" nominations include Best Picture, Best Foreign Language Film and Best Director. Director Ang Lee won the Directors Guild of America's award and is favored to win the Best Director Oscar.

Directed by Ang Lee, "Dragon" stars Michelle Yeoh and Chow Yun-Fat.

Asked where "Tiger" goes from here, Sony Pictures Classics sales vice president Tom Prassis said Sunday morning, "We'll know tonight. I have a goal in mind if it wins, but I'm not going to tell you what that is. It's a significant number."

Have the nominations been a big help to "Tiger" at the box office? "They have," Prassis replied, "but I think the film has really done it on its own, as well. I'm not sure if it would have done $100 million (without its Oscar attention). But there are people who are going to see it over and over again. A lot of them are kids, and those aren't the people who pay attention to the Academy Awards. Right now we're reaching the people of my generation, who do follow the awards, I think more than before. That's who we're going after now. There's a lot of them."

DreamWorks' R-rated drama "The Mexican" skidded three notches to sixth place in its fourth week with a dull estimated $4.3 million (-46%) at 3,043 theaters (-119 theaters; $1,419 per theater). Its cume is approximately $57.7 million.

Directed by Gore Verbinski, "Mexican" stars Brad Pitt and Julia Roberts.

USA Films' R-rated, Oscar-contending drama "Traffic" rose three pegs to seventh place in its 13th week, still making the most of the Oscar nominations spotlight with an estimated $3.9 million (+14%) at 1,684 theaters (+2 theaters; $2,320 per theater). Its cume is approximately $107.6 million, heading for about $120 million if it does not win Best Picture and about $140 million if it does.

"Traffic" is nominated for five Oscars, including Best Picture and Best Director.

Directed by Steven Soderbergh, "Traffic" stars Michael Douglas, Don Cheadle, Benicio Del Toro, Dennis Quaid and Catherine Zeta-Jones.

Miramax's PG-13-rated, Oscar-contending romantic comedy drama "Chocolat," which was ninth last week, tied for eighth place in its 15th week, still holding very well on the eve of the Oscars with an estimated $3.3 million (-4%) at 1,781 theaters (-120 theaters; $1,852 per theater). Its cume is approximately $60.6 million.

"Chocolat" is nominated for five Oscars, including Best Picture.

"It'll probably work its way to just about $70 million," Miramax senior vice president, marketing David Kaminow

said Sunday morning of the film, which only cost around $15 million. "This is definitely a profitable situation."

Directed by Lasse Hallstrom, "Chocolat" stars Juliette Binoche, Judi Dench, Alfred Molina, Lena Olin and Johnny Depp.

Warner Bros.' G-rated family appeal comedy "See Spot Run" from Village Roadshow Pictures, which was fourth last week, tied for eighth place in its fourth week with a slower estimated $3.3 million (-33%) at 2,605 theaters (-51 theaters; $1,282 per theater). Its cume is approximately $29.2 million, heading for $40 million in domestic theaters.

Directed by John Whitesel, "Run" stars David Arquette.

Rounding out the Top Ten was 20th Century Fox's opening of "Say It Isn't So" with a disappointing estimated $3.1 million at 1,973 theaters ($1,572 per theater).

Directed by J.B. Rogers, "Say" stars Heather Graham and Chris Klein.

OTHER OPENINGS

There were no other noteworthy openings this weekend.

SNEAK PREVIEWS

20th Century Fox held 189 sneak previews Saturday night of Fox 2000's PG-13-rated comedy "Someone Like You." The film opens March 30 at about 2,000 theaters.

"The reports I've gotten back are fabulous," Fox domestic distribution president Bruce Snyder said early

Sunday morning as he was starting to get details about the sneaks. "All the reports so far are sell-outs. I haven't

gotten all of them in, but they're very encouraging, very pleasing. It played wonderfully. It's a date night movie."

Directed by Tony Goldwyn, "Someone Like You" stars Ashley Judd, Greg Kinnear and Hugh Jackman.

EXPANSIONS

On the expansion front, this weekend saw Sony Pictures Classics go wider with its R-rated drama "Pollock" in its seventh week, grossing a still colorful estimated $0.85 million (+13%) at 271 theaters (+42 theaters; $3,119 per theater). Its cume is approximately $4.9 million.

"Pollock" received Oscar

nominations for Best Actor (Ed Harris)

and Best Supporting Actress (Marcia Gay Harden).

Directed by Ed Harris, "Pollock"

stars Ed Harris and Marcia Gay Harden.

"Very respectable. In an ordinary year, this would be a big film (for the company)," Sony Pictures Classics sales vice president Tom Prassis said Sunday morning, after discussing the blockbuster success of "Crouching Tiger."

Newmarket's R-rated film noir thriller "Memento" added a theater in its second week and continued to look very promising with an estimated $0.24 million (even) at 12 theaters (+1 theater; $19,627 per theater). Its cume is approximately $0.6 million.

Directed by Christopher Nolan, it stars Guy Pearce, Carrie-Anne Moss and Joe Pantoliano.

USA Films' R-rated reality TV satire "Series 7" added a theater in its fourth week with a slow estimated $0.026 million (-28%) at 11 theaters (+1 theater; $2,320 per theater). Its cume is approximately $0.15 million.

Written and directed by Daniel Minahan, "Series" stars Brooke Smith, Glenn Fitzgerald, Mary Louise Burke, Richard Venture, Michael Kaycheck and Merrit Wever.

WEEKEND COMPARISONS

Key films -- those grossing more than $500,000 -- took in approximately $76.40 million, down about 3.98% from

the comparable weekend last year when key films grossed $79.57 million.

This weekend's key film gross was down about 2.48% from last weekend this year when key films did $78.34 million.

Last year, Universal's second week of "Erin Brockovich" was first with $18.55 million at 2,851 theaters ($6,505 per theater); and Warner Bros.' opening week of "Romeo Must Die" was second with $18.01 million at 2,641 theaters ($6,821 per theater). The top two films one year ago grossed $36.5 illion. This year, the top two films grossed an estimated $23.0 million.