SPY KIDS 3D KICKS LARA CROFT IN THE SARCOPHAGUS

The Johnny Depp-plays-Keith Richard-as-a-drunken-pirate vehicle Pirates of the Caribbean came in at #2 in its third weekend, posting another $22.4 million worth of butts in seats.

In its second week, the Smith/Lawrence comedy demolition derby Bad Boys II took down another $22 million, good for #3.

Second-highest debut Lara Croft Tomb Raider: The Cradle of Life came in at #4 with a very disappointing $21.7 million in tickets.

Meanwhile, from the beating-a-dead-horse department, Oscar bait Seabiscuit raked in $21.5 million in limited release.

Overall, the weekend take for the Top 12 films was nearly $146 million, up some 10% over the same period last year, according to reports.