Ocean's Thirteen easily won the weekend box office derby with an estimated total of $37 million, leaving Pirates of the Caribbean: At World's End a distant second at $21.3 million, just a plank's walk ahead of the hit comedy Knocked Up, which dropped only 34.8% in its second frame while earning an estimated $20 million.  Ocean's Thirteen posted the weakest opening (though not by much unless you factor in ticket price inflation) of any film in the Ocean's series.  Like Spider-Man 3, Pirates: At World's End, and Shrek the Third, Ocean's Thirteen is a 'threequel' and this weekend marks the sixth in a row that the third film in a franchise has topped the box office, which has to be some sort of record.  Overall the weekend box for the second weekend in June was the lowest since 2003 reversing what has been basically a spring-long trend of strong performances.

Though Pirates (like Spider-Man 3) is doing extremely well overseas it is almost certain to be the lowest-grossing film in the series domestically as American audiences appear less than enthused about this overly long self-indulgent Pirates installment.  It now appears unlikely that it will catch Spider-Man 3, which fell to #8 while earning an additional $4.4 million to bring its domestic total to $325.7 million on pace to finish (as predicted here last week) with around $335 million.  Shrek the Third finished fifth earning an estimated $15.8 million and bringing its domestic total to $281.9 million.  Shrek has the best chance to catch Spidey 3, but it is by no means a sure thing.

Shrek the Third did manage to spoil the debut of the computer-animated penguin-filled Surf's Up, which earned a mere $18 million, well below the $41 million opening of the previous CGI penguin fest, Happy Feet, which opened in a much less competitive environment last November.  The competitive June marketplace also chewed up Lionsgate's Hostel Part II, which earned only $8.8 million with a miserable per theater average of just $3,723, as audiences, presented with plenty of movie-going options, rejected 'splat pack' director Eli Roth's attempt to substitute gross-out sadism for more traditional horror thrills and chills.