The MGM thriller Mr. Brooks has a far more impressive cast in terms of box office, including Kevin Costner in the title role, Demi Moore, Dane Cook and William Hurt, and older moviegoers that might not be so interested in Apatow's younger-skewing humor might be interested in seeing Costner in a very different role. With a far more moderate theatre count, it's likely to be settling for fourth place at best.

The true underdog of the weekend is the sports drama Gracie, a true family project from Elizabeth and Andrew Shue starring Carly Schroeder as the first girl to play on a boys' soccer team. With little awareness and a far too wide release, it's likely to perform more like Disney's Goal!, though it has a good chance at finding its mostly female audience over time due to word-of-mouth.

Then again, it's facing Adrienne Shelly's sleeper hit Waitress, which has been finding strong support among the same female audience, and it's likely to take advantage of word-of-mouth from its Memorial Day showing to expand into more theatres.

Either way, expect a significant drop for Pirates after its record-setting Memorial Day weekend, while Shrek the Third should hold up better with none of the new movies competing for that family market. (Gracie won't be wide enough to make a significant mark.)

Last June kicked off with another relationship comedy, The Break-Up starring Jennifer Aniston and Vince Vaughn, which grossed $39 million, benefiting from tabloid rumors about the duo hooking up while making the movie, a PG-13 rating and being the only new movie of the weekend. The Top 10 grossed $128 million, a number that's well in sight for this weekend's selection.

This Week's Predictions

1. Pirates of the Caribbean: At World's End (Disney) - $52.3 million -55%
2. Shrek the Third (DreamWorks) - $32.2 million -39%
3. Knocked Up (Universal) - $27.1 million N/A
4. Mr. Brooks (MGM) - $10.7 million N/A
5. Spider-Man 3 (Sony) - $7.5 million -47%
6. Gracie (Picturehouse) - $2.6 million N/A
7. Waitress (Fox Searchlight) - $2.2 million -29%
8. Bug (Lionsgate) - $1.7 million -47%
9. 28 Weeks Later (Fox Atomic) - $1.4 million -44%
10. Disturbia (DreamWorks) - $1.1 million -42%

Knocked Up (Universal)
Starring Seth Rogen, Katherine Heigl, Paul Rudd, Leslie Mann, Jay Baruchel, Jonah Hill, Jason Segel, Martin Starr
Written and directed by Judd Apatow (The 40-Year-Old Virgin)
Genre: Comedy
Rated R
Tagline: "What if this guy got you pregnant?"
Plot Summary: After a drunken one-night stand with a slacker named Ben (Seth Rogen), Alison Scott (Katherine Heigl) finds out she's pregnant and the mismatched relationship that never should have happened continues for nine months as he helps her get ready to deliver the baby.
Of Note: The creator of the 2005 summer sleeper "The 40-Year-Old Virgin" is back with a lot of the cast returning.
REVIEW

Analysis: Who would have thought when NBC cancelled the cult favorite show "Freaks and Geeks" mid-season in 2000, that the show's producer Judd Apatow would go onto become one of the Kings of Comedy just five years later? Of course, there were a few stumbling blocks along the way--Apatow and his partner Paul Feig didn't have much better luck with their "Freaks" follow-up, the college comedy "Undeclared" either--but after producing Will Ferrell's 2004 hit Anchorman, Apatow made his directorial debut with the 2005 sleeper comedy The 40-Year-Old Virgin starring Steve Carell, a movie that opened with a modest $21.4 million in late August, but went on to gross over $100 million in the usually slow late-summer-early-fall season. After having such a big hit with an R-rated comedy, Apatow was hot, with many studios hoping to replicate that success and Universal ready to get back into bed with him for the follow-up.

The summer of 2007 seems to be one full of movies about babies and childbirth from Adrienne Shelly's Waitress to Shrek the Third with Joshua and A Mighty Heart on the way, so Apatow's choice of subject matter couldn't come at a better time. Even more than The 40-Year-Old Virgin, Apatow might have found the perfect subject for a universal comedy by making a movie that deals with relationships, marriage, sex and pregnancy, all of which are more likely to appeal to women than Virgin, though Apatow's involvement and the opportunity for raunchy humor will guarantee that this will be an equally strong date movie.

This time, Apatow doesn't have the known commodity that is Steve Carell, who had already starred in many hit comedies including Bruce Almighty and Anchorman and on the hit NBC show "The Office" before starring in The 40-Year-Old Virgin. Instead, Apatow's new movie stars mega-hottie Katherine Heigl, one of the stars of the equally popular ABC medical show "Grey's Anatomy," and a good motivating factor for guys going to see what might be perceived as a chick flick. Heigl's film career hasn't exactly been on the level of her TV career, as she starred in a bunch of bad sequels like Under Siege 2 and Child's Play 4, while her most recent movies were Johnny Knoxville's The Ringer and something called Zyzzyx Road, which made a total of $20 (that's dollars, not millions) in its single theatre release last year.

Getting promoted to leading man status is long-time Apatow friend and colleague, 25-year-old Seth Rogen, who co-produced Virgin and had a key role as Cal, and also returning from Virgin are actor Paul Rudd and Apatow's wife Leslie Mann, responsible for one of the most memorable scenes as an aggressive drunk driver. Both of them play a larger part in the movie as Katherine Heigl's sister and brother-in-law with a subplot that will appeal to married couples. Knocked Up is also a virtual "Freaks and Geeks" reunion with Judd Apatow and Seth Rogen being joined by Jason Segel and Martin Starr from the show as Rogen's dumbass stoner friends.

Essentially, this comedy is being sold mostly on the basis of the popularity of The 40-Year Old-Virgin, which did well in theatres but found even more fan on DVD and with extensive plays on cable. Opening earlier in the summer can only help Knocked Up even without the considerable star power of Steve Carell (who will star in Universal's Evan Almighty in just three weeks). The best things going for Knocked Up are that it's an original movie in a summer full of sequels plus it's the first straight comedy since Will Ferrell's Blades of Glory, so this will be a good option for moviegoers looking for something different. There's a lot of historical precedent for summer comedies doing big business, especially those with high concept premises. The R-rated blockbuster comedy can be traced back to summer movies like There's Something About Mary and American Pie and yet it wasn't until 2005 when Wedding Crashers and The 40-Year-Old Virgin where the thought of R-rated comedies making big money was being taken seriously. Since then, there really haven't been any breakout R-rated comedies, and this summer is really going to test that market, first with this movie and then the upcoming Super Bad, penned by Rogen and produced by Apatow. Last year's two successful comedies, The Break Up and You, Me and Dupree were both rated PG-13 and they also featured the stars of Wedding Crashers, whereas Knocked Up is relying on somewhat unknown quantities.

On the other hand, "Knocked Up" has a brilliant marketing campaign, which is simply a picture of Rogen and the phrase "What if this guy got you pregnant?" a high concept gag that's worth an immediate laugh (even if it's at Rogen's expense), giving anyone who sees it an instant idea of what the movie's about. (Virgin used a similar campaign though it had the advantage of Carell being more recognizable from his scene-stealing roles in other movies.) Knocked Up is also being pushed hard on the E! Channel due to its inclusion in the movie's plot with cameos by Ryan Seacrest and jokes that would appeal to that audience, and it's getting promoted with tons of early word-of-mouth screenings including an early preview at Harry Knowles' Buttnumbathon to build buzz among the fanbased created by Virgin. Knocked Up will mostly be catering to the college crowd, and though most schools are out for the summer, it's the type of movie where its 17 to 25 year old audience will want to make sure they see it so when their buddies are quoting from it in September, they'll know what they're talking about.

Why I Should See It: It's already being heralded as the funniest movie of the year, and rightly so!
Why Not: Younger guys might be turned off by the estrogen-heavy humor and might be turned off by a pregnant Katherine Heigl and to that we say….their loss!
Projections: $25 to 28 million opening weekend and $95 million total.
COMPARISONS

Mr. Brooks (MGM)
Starring Kevin Costner, William Hurt, Demi Moore, Dane Cook, Marg Helgenberger
Directed by Bruce A. Evans (Kuffs); Written by Bruce A. Evans and Raynold Gideon (writers of Star Man, Stand by Me, Cuttthroat Island, Jungle 2 Jungle)
Genre: Thriller
Rated R
Tagline: "The man who has everything has everything to hide."
Plot Summary: Earl Brooks (Kevin Costner) is a successful business and family man who is also a ruthless serial killer, possessed by a wicked alter ego named Marshall (William Hurt), but his deadly double life is threatened when an amateur photographer (Dane Cook) figures out his secret and wants in on the action while a tenacious detective (Demi Moore) gets closer to bringing them down.
Of Note: Two of the biggest stars of the '90s reteam in a high concept psychological thriller.

Analysis: One of the more interesting things happening this weekend is the release of a psychological cue that takes its cues from Anthony Minghella's The Talented Mr. Ripley while pairing two of the biggest box office stars of the '90s. Kevin Costner is certainly going out on a limb by playing a crazed serial killer for the first time in his career, as well as appearing in what is really only his second thriller after the 2002 film Dragonfly. Demi Moore, who plays a detective out to stop the killer, has a lot more experience in this type of movie, having starred in many '90s thrillers including Disclosure with Michael Douglas, A Few Good Men with Jack Nicholson and Tom Cruise and others. Fans of her movies might be more prepared to see her in this type of role, though it's really more Costner's movie in the sense that he plays the title character. Both Costner and Moore began their career in the early '80s and yet, they've never made a movie together, so Mr. Brooks is a bit of a landmark in that sense, too. Right now, Costner is coming off the respectable box office hit The Guardian, which ironically paired him with Moore's current husband, Ashton Kutcher, though Moore hasn't been nearly as active in recent years. Her most recent movie was last year's ensemble drama Bobby, which was her first movie since 2003's disappointing sequel Charlie's Angels: Full Throttle. Mr. Brooks will be her third movie in seven years.

They're joined by William Hurt, a four-time Oscar nominee, the most recent time for David Cronenberg's 2005 thriller A History of Violence, a similarly dark role, though Hurt has recently been playing smaller roles rather than ones that attract audiences. His biggest movie to date was M. Night Shyamalan's The Village which grossed $114 million in the summer of 2004, but his presence will just bring another degree of potential quality to the movie. The only real draw for younger audiences will be the first serious dramatic role played by popular comedian Dane Cook, following the moderate success of his comedy Employee of the Month last October. It's a different role and type of movie for him, but a good warm-up for Cook's late summer sex comedy Good Luck Chuck, which Cook stars in with the super-hot Jessica Alba.

The best recent comparison for Mr. Brooks is the New Line thriller Fragile which pit veteran Anthony Hopkins against newcomer Ryan Gosling, and there's a similar idea at play here by pitting Costner, a popular star among older women, against Dane Cook, who would potentially be a draw for younger audiences than it might have otherwise. The movie is getting a fairly minimal release into less than 2,500 theatres by MGM, who haven't exactly made waves with their marketing or distribution, though they do have a solid cast and premise in place that might interest older men and women due to its nostalgia factor. There's a bit of overlap for the adult audiences who might go see Judd Apatow's Knocked Up, though it's likely to skew older and there's enough room in the market for a strong comedy and a strong thriller.

Why I Should See It: The combination of intriguing premise and promising cast might make this thriller a summer sleeper.
Why Not: Kevin Costner and Demi Moore are kind of old hat and throwing Dane Cook into the mix doesn't make it that much hipper.
Projections: $10 to 12 million opening and $35 to 40 million total.
COMPARISONS

Gracie (Picturehouse)
Starring Elisabeth Shue, Dermot Mulroney, Carly Schroeder, Andrew Shue
Directed by Davis Guggenheim (An Inconvenient Truth); Written by Lisa Marie Peterson ("Law & Order: Special Victim Unit"), Karen Janszen (Duma, A Walk to Remember)
Genre: Drama, Sports
Rated PG
Tagline: "The rules of the game are about to change."
Plot Summary: After the death of her older brother in a car accident, Gracie Bowen (Carly Schroeder), the only girl in a family of boys, must push herself against her tough soccer-obsessed father (Dermot Mulroney) to try to win a place on the boys' soccer team.
Of Note: Elisabeth and Andrew Shue turn their real-life family drama into an inspirational underdog sports film.
Interview with Andrew Shue and Davis Guggenheim
Interview with Carly Schroeder (Coming Soon!)

Analysis: This weekend's underdog movie in more ways than one is this inspirational film based on the real-life personal drama of actors Elisabeth and Andrew Shue, and it's somewhat of a vanity project, even directed by Shue's husband Davis Guggenheim, best known for his TV work on shows like HBO's "Deadwood" and helming the Oscar-winning Al Gore documentary An Inconvenient Truth. Essentially, they've taken a tragedy from their past, the death of Elizabeth and Andrew's brother, and turned it into a story of a young girl who decided to honor her dead brother's memory by going out for the boys' soccer team.

This one stars Carly Schroeder, a young actress who's been acting since she was 5—her biggest roles were in the indie "Mean Creek" and playing Susan Olsen on the "Growing Up Brady" TV movie—and Elizabeth Shue plays Gracie's (i.e. her own) mother, the type of role she's playing a lot in recent years, having played Dakota Fanning's mother twice, in the thriller Hide and Seek and in the similar inspirational horseracing movie Dreamer. Shue really hasn't been that active in recent years having only done or two movies since starring opposite Kevin Bacon in Paul Verhoeven's Hollow Man in 2000, but she's still best known for her '80s fare like The Karate Kid, Adventures in Babysitting and Cocktail, so she could bring some nostalgia factor to the project among older women. Her brother Andrew is best known for his stint as Billy on the '90s show "Melrose Place," again, more nostalgia. The only actor in the cast who's been active in recent years is Dermot Mulroney, who most recently appeared in the Lindsay Lohan drama Georgia Rule and has played similar love interest in all sorts of romantic comedies including Must Love Dogs, The Wedding Date and The Family Stone. This is a different role for Mulroney, as he's playing Gracie's unsupportive father, though he's probably known among enough women and girls to bring something to the mix even though he's not the real selling point.

It seems like every summer, someone tries to revive the much-maligned sport football (AKA soccer) in this country, though so far, it really hasn't worked. True, there are millions of girls that play soccer in school thanks to the success of the US Women's soccer team a few years back, but it's just not something that has driven any of them to rush to the theatres. One rare exception was when Gurinder Chadha had a huge hit in the UK in 2002 with Bend It Like Beckham, starring Parminder Nagra (now on "E.R.") and a very young Keira Knightley, which came over here and became a summer sleeper hit in 2003, ultimately making over $30 million. The next year, Miramax finally released Steven Chow's Shaolin Soccer, one of Asia's highest-grossing movies, but it barely made any money here after being moved around the release schedule way too much. In 2005, Will Ferrell starred in Kicking & Screaming, not one of his better family movies nor one of his bigger box office successes, and last year, Disney released Goal! while Miramax released the documentary Once in a Lifetime, but neither of them did very well. While Gracie has a similar girl power feel as Bend It Like Beckham which might appeal to younger girls unlike those other films, it's also opening against the second weekend of Pirates. Since many women and girls don't rush to see movies opening weekend, some might wait until this weekend. It probably won't have as much problems with the girl-friendly Knocked Up, since that will appeal to older teens, single women and the date crowd compared to this PG fare.

The movie has been promoted with preview screenings and Q 'n' As with the cast as well as on producer Andrew Shue's Café Mom, a sort of MySpace for mothers, but there doesn't seem to be much promotion or marketing otherwise so awareness probably isn't high enough to warrant the 1,000 theatres that Picturehouse is releasing the movie into this weekend. In general movies geared towards tween girls haven't done particularly well at the box office, as seen by movies like last year's Flicka and Aquamarine, and recent inspirational sports movies set in the '70s like We Are Marshall and Pride didn't exactly make waves either. It's likely that Gracie will wind up more in the range of Goal!, another movie that might have fared better if given a limited release to build word-of-mouth, something that Gracie might find after opening weekend, but opening so wide might hurt, since theatres won't be able to justify keeping it on valued screens for very long. Then again, having been made for just $10 million, an opening weekend in the $2 to 3 million range wouldn't be so bad either.

Why I Should See It: It's an uplifting underdog story featuring an amazing performance from young Carly Schroeder that will be considered her breakthrough.
Why Not: If you've seen one uplifting sports drama, haven't you kind of seen them all?
Projections: $2 to 3 million over the weekend tops and about $7 million total.
COMPARISONS

And now for the long-awaited return of...

NEXT WEEK! George Clooney, Matt Damon, Brad Pitt and the gang return (plus one) in Ocean's Thirteen, Sony gets a head start on the summer surfing craze with the animated comedy Surf's Up and Eli Roth tortures more teens in Hostel: Part II.