Comic book and outer space heroes lost to a CIA operative in this weekend's box office, with action-thriller THE SUM OF ALL FEARS taking the top box office spot. Based on a novel by Tom Clancy with visual effects by Rhythm & Hues, the film took in $31.2M. SUM's number one debut added up to second place for STAR WARS: EPISODE II, with the attacking clones earning $20.6M this weekend, representing nearly a 60% drop from last weekend's 3-day box office. Ouch. This gives the space saga, with visual effects by ILM, $232M after three weeks in theaters. SPIDER-MAN's sturdy web, bolstered by visual effects from Sony Imageworks, gathered up $14.5M for a five-week cume of $354M. The blaxploitation spoof UNDERCOVER BROTHER, a live-action feature based on John Ridley's animated online series, debuted in fourth with $12.1M, knocking DreamWorks' SPIRIT: STALLION OF THE CIMARRON down to fifth place with $10.7M for a two-week total of $38.2M. Box office information obtained from yahoo.com.

Karl Cohen sits down with Rob Coleman, Episode II's animation director, and learns how the ILM team combines many different techniques into one seamless digital world.