Dropping to second place, Disney's Pirates of the Caribbean: At World's End crossed the $250 million mark in its third weekend, as it grossed $21.3 million over the weekend, down 52% from last week. At this point, it might have trouble making back its reported $300 million domestically, although it continues to do far better in its international release.

Judd Apatow's R-rated comedy Knocked Up held up well in its second weekend, losing just 35% of its opening weekend with $20 million in third place, bringing its gross after ten days to $66 million.

Sony Animation's second animated family comedy Surf's Up, featuring the voices of Shia LaBeouf and Jon Heder, opened in fourth place with an estimated $18 million, an average of $5,102 in 3,528 theatres. That's a softer opening than Sony's last two animated features Monster House and Open Season, which both opened over $22 million last year. Still, Surf's Up could benefit from the summer release if it doesn't get destroyed by the next three weeks of PG-rated family films.

It still ended up ahead of DreamWorks Animation's Shrek the Third, which brought in $15.7 million to wind up with $281 million after four weeks. It should become the second movie to make $300 million this year in roughly ten days.

In sixth place, Eli Roth's Hostel: Part II opened with a disappointing $8.8 million in 2,350 theatres. Although that would seem a really bad sign for the horror genre, being that its less than half the opening of the original Hostel, the sequel cost a reported $10 million to make, so it shouldn't have any problem making back its money theatrically.

The Kevin Costner thriller Mr. Brooks was hit hard by the new movies, dropping 50% to earn $5 million in its second weekend, and after six weeks, Sony's Spider-Man 3 continues to be the top-grossing film of the year with $325 million, as it dropped three places with its weekend take of $4.4 million.

The late Adrienne Shelly's indie comedy Waitress continues to do well, adding another $1.65 million in 9th place to bring its total to $12 million, while the other Fox Searchlight release, Once, was able to break into the Top 12 this weekend with just $550 thousand in its fourth week.

After a successful run in Canada, Picturehouse opened their Edith Piaf biopic La Vie en Rose in 8 theatres in New York, L.A. and San Francisco where it averaged $21.5 thousand to add another $172 thousand to its take of just over $2 million.

Last year, the Top 10 movies grossed $144.5 million, largely helped by Disney and Pixar's Cars, which accounted for $60 million of that, but since the three new movies didn't bring in that much, this weekend was down over 8% from there.