BOX OFFICE: OCEAN'S 13 just behind 12 and 11

Ocean's Thirteen's opening of $37.1 million is the lowest in the Ocean's franchise to date but only just as Ocean's Eleven ($38.1) and Ocean's Twelve ($39.1) made little more. Still, with inflation, the extensive marketing, great reviews and a summer time release taken into account that figure is probably a disappointment for Warner Brothers. Dreamworks penguin surfing movie Surf's Up debuted at number 4 with a soft opening of $18 million, a considerably less number than last year's animated flicks Happy Feet ($41 million) and Over the Hedge ($38 million). Hostel: Part II showed that maybe there is some justice in the world, as it opened 6, with a taking of $8.8 million. That's a full $10 million less than Eli Roth's original Hostel movie last year but the sequel will still make a nice profit for Lionsgate when all is said and done, as it was only budgeted for $10 million. Elsewhere, Pirates 3, Shrek 3 and Spider-Man 3 continue to drop rapidly in the U.S. but easily break records oversea's. And finally, Judd Apatow's sophomore comedy Knocked Up dropped only $34% in takings, the lowest drop in the top 10 and is proving to be a huge hit with $66 million made on what was a $30 million budget after only ten days. 1 Ocean's Thirteen (2007) $37.1M $37.1M 2 Pirates of the Caribbean: At World's End (2007) $21.3M $254M 3 Knocked Up (2006) $20M $66.2M 4 Surf's Up (2007) $18M $18M 5 Shrek the Third (2007) $15.8M $282M 6 Hostel: Part II (2007) $8.75M $8.75M 7 Mr. Brooks (2007) $5M $18.7M 8 Spider-Man 3 (2007) $4.4M $326M 9 Waitress (2007) $1.65M $12M 10 Disturbia (2007) $550K $77.8M RELEASED NEXT WEEK: Fantastic Four: Rise of the Silver Surfer, Nancy Drew, D.O.A: Dead or Alive, Fido, Edge vs. Shark (limited) source - imdb, box office mojo