Neither Dead Man's Chest nor Spider-Man 3 had to contend with two other big blockbusters taking up screens, including Shrek the Third, which should still be a good draw for families despite there being a great deal of disappointment in it. Expect it to have a larger than normal drop for a family movie over Memorial Day weekend but still wind up with roughly $85 million over the four days. Spider-Man 3 has been dropping faster than a 500-lb. skydiver, but maybe it can pick up a bit of the usual Memorial Day catch-up business from those who wait until the holiday to see some of the earlier summer movies.

You almost have to feel bad for William Friedkin's psychological thriller Bug, starring Ashley Judd, which was delayed to this holiday weekend and is likely to be utterly overshadowed and then forgotten despite having won over the critics at the 2006 Cannes Film Festival. Best it can do is fourth place, but it will still wind up way behind the Big 3 for the weekend.

Adrienne Shelly's posthumously released comedy Waitress, picked up by Fox Searchlight at the Sundance Film Festival is looking to be a summer sleeper, having entered the Top 10 last week with an expansion into over 500 theatres on Friday, which should allow it to remain there.

As mentioned above, X-Men: The Last Stand was #1 last Memorial Day weekend, besting the holiday record previously held for many years by Steven Spielberg's The Lost World, grossing $122.9 million over the four-day weekend. Unlike this weekend, no other movie tried to open against the powerhouse, but Ron Howard and Tom Hanks' The Da Vinci Code took a massive 56% tumble in its second weekend, while returning family movies like DreamWorks' Over the Hedge and Sony's RV held up much better. The Top 10 grossed $230 million over the four-day weekend last year, very close to the $236 million record in 2004 when Shrek 2 held the #1 spot over The Day After Tomorrow, both making over $85 million. Although $280 million would seem like a lot, it's only a 20% increase over that record, and it's very likely that there will be a lot of traffic in theatres this weekend.

This Week's Predictions (4-Day)

1. Pirates of the Caribbean (Disney) - $160.6 million N/A
2. Shrek the Third (DreamWorks) - $83.8 million -31%
3. Spider-Man 3 (Sony) - $18.8 million -35%
4. Bug (Lionsgate) - $5.4 million N/A
5. 28 Weeks Later (Fox Atomic) - $3.5 million -35%
6. Disturbia (DreamWorks) - $3.0 million -20%
7. Georgia Rule (Universal) - $2.7 million -28%
8. Waitress (Fox Searchlight) - $2.2 million +118%
9. Fracture (New Line) - $1.7 million -25%
10. Delta Farce (Lionsgate) - $1.1 million -38%

Pirates of the Caribbean: At World's End (Walt Disney Pictures)
Starring Johnny Depp, Orlando Bloom, Keira Knightley, Geoffrey Rush, Bill Nighy, Chow Yun-Fat, Stellan Skarsgård, Jack Davenport, Naomie Harris, Kevin R. McNally, Lee Arenberg, Mackenzie Crook, Andy Beckwith, Reggie Lee
Directed by Gore Verbinski (Pirates of the Caribbean: Curse of the Black Pearl, Pirates of the Caribbean: Dead Man's Chest, Mouse Hunt, The Ring, The Weather Man); Written by Terry Rossio, Ted Elliot (b>Pirates of the Caribbean: Dead Man's Chest)
Genre: Action, Adventure, Comedy
Rated PG-13
Tagline: "At the End of the World, the Adventure Begins"
Plot Summary: Continuing from Dead Man's Chest, Will and Elizabeth (Orlando Bloom and Keira Knightley) must try to find Jack Sparrow (Johnny Depp) with the help of Tia Dalma (Naomie Harris) and the revived Captain Barbossa (Geoffrey Rush), ultimately leading them to Singapore and Captain Sao Feng (Chow Yun Fat), culminating in a great battle between the pirates, the East India Trading Company and Captain Davy Jones (Bill Nighy) and his crew.
Of Note: Gore Verbinski, Johnny Depp, Orlando Bloom and Keira Knightley are back for the big finale of their record-setting pirate trilogy.
Review

Analysis: After underestimating both Spider-Man 3 and Shrek the Third, I'm a bit nervous to do the same with Pirates of the Caribbean: At World's End because I really only have two feet that I can put in my mouth, but as before, we'll look at the third threequel of the summer as analytically as possible using the same factors as always and hope for the best.

Like the last two threequels of the season, there's a lot of pressure for At World's End to perform as well as the previous installment, being one of Disney's big tentpole movies of the summer with a rumored production budget of $300 million. It's also following up two huge movies, the first movie Pirates of the Caribbean: Curse of the Black Pearl being a surprise hit in the summer of 2003, going on to gross more than $300 million. It made stars out of Orlando Bloom and Keira Knightley, and elevated Johnny Depp to the next level of box office star, helped along by an Oscar nomination for his performance as Captain Jack Sparrow. Not bad for a movie based on a theme park ride that had so many doubters before opening due to the previous pirate-related action movie being the flop Cutthroat Island. (It was also Disney's first foray into PG-13 fare without going the Touchstone route.)

Walt Disney Studios and Jerry Bruckheimer quickly decided to make two sequels back-to-back much like what was done by the Warner and Wachowski Brothers with their conclusion to The Matrix trilogy, fully realizing that Gore Verbinski and his cast would be knee-deep in Pirates stuff for nearly three years straight and that the plan to release the movies less than one year apart would make it tough to get all the effects done. The first sequel Pirates of the Caribbean: Dead Man's Chest was released on Friday, July 7, 2006, and it took advantage of the lack of a Wednesday opening to set a new opening day record of over $55 million with a three-day opening take of $135 million, another record, surpassing Spider-Man's previous record by nearly $20 million. With very few big movies following in July, Dead Man's Chest was able to accumulate a total gross of $423 million, making it the sixth highest grossing movie domestically and the third highest grossing internationally with over a billion dollars grossed in total.

Despite its immense box office success, the sequel wasn't nearly as well received as the original movie, mainly because there were too many overlapping storylines, making it hard to follow, although the action and effects sequences were very impressive. Having only ten months between the movies might make it easier for moviegoers to remember those problems, just like when The Matrix sequels were released within six months of each other, the latter doing far less business. The thing that really got everyone juiced for the threequel was how Dead Man's Chest ended on a cliffhanger with the return of Geoffrey Rush's Captain Barbossa from the first movie, and knowing there was some discontent with the sequel, mega-producer Jerry Bruckheimer and director Gore Verbinski are likely to have pulled out even more stops for the third movie. That said, one might wonder how on earth Gore Verbinski will be able to finish this threequel in time, considering that the last movie was barely ready in time for its July release, and he only had just over nine months to finish this one. (Even Peter Jackson had more time in between installments of The Lord of the Rings to finish up the effects after shooting them over a two-year period.)

Thankfully, none of the three main leads—Johnny Depp, Orlando Bloom and Keira Knightley—have been able to appear in any bad movies in the time since the last movie, which can't be said for some of the choices made since the first movie. (Elizabethtown, Domino and The Libertine were real winners.) Since Dead Man's Chest, Geoffrey "Captain Barbossa" Rush has appeared in a number of movies like the Aussie drug drama Candy with Heath Ledger and Abbie Cornish while Bill "Davy Jones" Nighy played a spurned husband in the Oscar-nominated Notes on a Scandal. Otherwise, the only significant additions to the cast for the third go-round is Chinese legend Chow Yun-Fat, who takes on the role of the Singapore pirate Sao Feng, and Rolling Stone Keith Richards, making his first big screen appearance in nearly 35 years by playing Captain Jack's dad Captain Teague. (For those who don't know the story, Depp was influenced by the drug-laden rocker when coming up with his character.)

Having its opening day and weekend record broken by Spider-Man 3 must really have hurt, and it's likely that Disney will do anything they can to have At World's End regain some of those records, thought there are a few factors working against that happening. The main thing will be the fact that this is a holiday weekend, so however well it does, one can't fairly compare it to Spider-Man 3, since its weekend gross is likely to be boosted by the Monday holiday. Unlike Spider-Man 3 (and Dead Man's Chest for that matter), At World's End isn't opening in a free and clear market, and it will have to contend with theatres wanting to make sure that Shrek the Third is on enough screens to meet any additional demand after its record-setting opening. What's odd is that Disney has decided to release the movie earlier on Thursday starting with 8pm screenings. Diehard fans will have anywhere from 10 to 12 or more screenings to see it even before the weekend starts, which will only make it harder for it to beat the new record of $59 million set by Spider-Man 3 on Friday, and it will also take away from the business it will have over the four-day weekend. Still one can expect that At World's End can make at least as much as Spider-Man 3 did in its first three days over four days and possibly more.

The third Pirates movie is looking to be the longest of the sequel, running 2 hours and 45 minutes, something that hasn't hurt long movies like Peter Jackson's Lord of the Rings: The Return of the King or Harry Potter and the Goblet of Fire, but something that has to be taken into consideration when looking at how many theatres and screens will be able to make room for the new Pirates movie. Chances are that many of them will drop Spider-Man 3 or move it to the smallest rooms, but the added length certainly will make it harder for At World's End to make the kind of money made by the shorter threequels that preceded it.

So far this summer, both Spider-Man 3 and Shrek the Third have disappointed fans of the previous movies, and fans of the first Pirates movie who weren't thrilled by the sequel might think twice about rushing to see the threequel. Oh, who are we kidding? Anyone who has seen of the first two movies (and that's a lot of people) will be there sometime in the movie's first five days to see how it all ends, especially after the sequel's cliffhanger. It's very much like The Lord of the Rings movies in that sense because everyone who saw the previous movie will want to see how it all ends. Memorial Day is a great weekend for the movie to open, since everyone will be out of school and off work on Monday and will have plenty of time to go to the movies. Like the previous two movies, it's the perfect four-quadrant movie that can appeal to kids, adults, men, women, boys and girls, so it will mostly be the first choice across the board.

Critics weren't as kind to Pirates of the Caribbean: Dead Man's Chest, as seen by its drop from a 79% Fresh for the original movie to 54% Rotten. Even so, Disney will be screening the movie for most critics on Monday and Tuesday, though they really shouldn't need to due to the three-quel's built-in audience. (The movie is tracking on a similar level as Spider-Man 3 a few weeks ago.) What's interesting is that they're trying to enforce the opening day embargo on reviews (at least among online critics) more than usual, which either means they're worried about spoilers or they're not confident the movie will get good reviews. (Shades of The Matrix Revolutions!)

As far as the long term opportunities for the threequel, it will greatly depend on how it's received, but it has a lot heavier competition for all audiences coming out the weeks following its opening including Ocean's 13, Sony's animated Surf's Up, and the sequels Fantastic Four: Rise of the Silver Surfer and Evan Almighty, so it might be harder for it to gross as much as the previous sequel. Either way, it should end up somewhere in the $350 to 400 million ranging, which means it will be battling it out with Shrek the Third as the highest grossing movie of the year.

Why I Should See It: It's the third, presumably biggest and possibly last in one of the most exciting franchises to hit theatres this decade!
Why Not: Man, but that's a long movie and surely nothing can be good for that long a period of time.
Projections: It should be able to make $8 to 10 million on Thursday night alone, followed by $158 to 161 million over the four-day weekend (around $170 to 175 million in its first five days) and roughly $370 to 380 million total.
COMPARISONS

Bug (Lionsgate)
Starring Ashley Judd, Michael Shannon, Harry Connick, Jr., Lynn Collins, Brían O'Byrne, Michael Shannon
Directed by William Friedkin (The Exorcist, The French Connection, The Hunted, To Live and Die in L.A., Rules of Engagement); Written by Tracy Letts (playwright of the original play)
Genre: Drama, Thriller
Rated R
Tagline: "First they send in their drone… and then they find their queen."
Plot Summary: Agnes White (Ashley Judd), a cocktail waitress hiding away in a run-down motel from her violent ex-husband (Harry Connick Jr.) who was just paroled from jail, gets into a romance with an eccentric drifter named Peter (Michael Shannon), only to be dragged down into his pit of conspiracies and paranoia as he claims that the government has planted bugs inside of him.
Of Note: William Friedkin returns with his first film in four years, an edgy adaptation of a critically-acclaimed stageplay, that teams him with Ashley Judd.
Interview with William Friedkin

Analysis: Most people might not even know there's another movie in wide release this weekend, but that's only because Lionsgate has kind of snuck the movie into the Memorial Day frame in case there are three or four people who have no interest in that pirate movie or are looking for something a bit different.

Bug is a bit of an oddball choice for a wide summer release, because it's essentially an art film, a movie based on a stageplay, that would normally get a limited release and try to build word-of-mouth from there. It debuted at the 2006 Cannes Film Festival, where it received the FIPRESCI prize from the critics. It's being seen very much as a return to form for filmmaker William Friedkin, who won an Oscar for directing the crime drama classic The French Connection in 1972 and then two years later, was nominated for another Oscar for the horror classic The Exorcist. (To this day, those are two of the most influential films in terms of their genres among filmmakers.) In recent years, Friedkin has been at the helm of a number of dramatic thrillers, including the successful Rules of Engagement in 2000 and The Hunted three years later. Both movies starred Tommy Lee Jones, pitting him against Samuel L. Jackson in the first movie and Benicio Del Toro in the second, but the first did better in its spring release than the latter.

This time around, Friedkin gets to work with 39-year-old Ashley Judd, who has starred in more than her share of thrillers including what many considered her breakout, 1997's Kiss the Girls, followed two years later by the even more successful Double Jeopardy with Harrison Ford. Her two hits were followed by a number of lower-key movies like Eye of the Beholder with Ewan McGregor (which has the dubious honor of being the lowest opening #1 movie ever) and the romantic comedy Someone Like You with Hugh Jackman. She reteamed with her Kiss the Girls co-star Morgan Freeman for another thriller, High Crimes, but her run of serial killer movies finally ran out of steam when she starred in Twisted with Samuel L. Jackson. She last appeared in the indie Come Early Morning, directed by actress Joey Lauren Adams, and that was likely a good lead-in to this movie, since they're both departures for Judd, getting away from the more glamorous roles her fans are used to, as she plays damaged women with serious problems. (In Bug, she actually goes all out in the nudity department, which might be more of interest to the guys than Judd's normal chick flick audience.) Unfortunately, Judd has been very much out of the limelight in the last few years, so one wonders if she has the kind of box office draw she once did, especially with such an eclectic choice as this.

Judd's co-star is Michael Shannon, who originated the role of the crazed war vet who starts the ball rolling on the story and who played an avenging Marine in Oliver Stone's World Trade Center. The cast is rounded out by actor/musician Harry Connick Jr. as Judd's ex-husband, just out of jail, and her best friend played by Lynn Collins, who starred in The Merchant of Venice. Really though, only Ashley Judd is any kind of sell for this movie.

Lionsgate has created really effective trailers and commercials for the movie, though it is trying to sell the movie as straight horror with ads claming it to be "the most disturbing horror film" and pushing the fact that it's by the director of The Exorcist. The thing is that the movie isn't really a horror movie, it's more of a dialogue-driven psychological drama, and it only really turns into a thriller as it builds to its edgy conclusion. True horror fans will probably be disappointed by the little amount of actual gore or horror, as it's mainly a movie about two people in a room talking and going nuts as they spiral down an abyss of paranoia. That said, it might be way too edgy for Ashley Judd's fans and older moviegoers who might be interested in the movie due to its theatrical origins.

The original Lionsgate plan was to put a teaser for this movie in front of their hit franchise Saw III with plans to release the movie in December (possibly for Oscar consideration?) but that plan was changed and the movie was delayed until this year, then given a moderate release into 1,500 theatres on what will be a busy summer holiday weekend. Essentially, the movie will be bringing in the 18 to 25 year old guys who hated the last Pirates movie and diehard cinephiles and film students, but it's not going to be something that anyone feels the need to rush out to see. With that in mind, Lionsgate has started to advertise the fact that the first five minutes of Eli Roth's Hostel: Part II would be shown in front of Bug in hopes of getting more horror fans interested.

Chances are that this movie would have done better if platformed in October or November and then gone from there, but Lionsgate was set on their marketing of the movie as a horror flick, which means they need to put it out there into as many theatres as possible before horror fans figure out that this is not the case.

Why I Should See It: Ashley Judd and Michael Shannon give amazing performances in this edgy thriller.
Why Not: It's a fairly grueling dramatic exercise that's not really going to be everyone's cup of tea, going over better with the arthouse crowd than horror fans.
Projections: $5 to 6 million over the four-day holiday weekend and around $15 million total.
COMPARISONS