The sailing wasn't quite as smooth for Pirates of the Caribbean: At World's End this weekend, but the booty was still plentiful.

Despite seeing a 61 percent drop from its dominant $114.7 million opening last weekend, the swashbuckling sequel's $44.2 million was enough to keep it in first place and bring its two-week total to $217.5 million, despite what turned out to be stiff competition from Judd Apatow's latest offering to the cerebral gross-out genre, according to final figures compiled by Exhibitor Relations.

Apparently being impregnated by Seth Rogen isn't as disturbing a concept as Knocked Up's movie posters would have you believe, with audiences forking over $30.7 million to get in on the unplanned-parenthood shenanigans, giving the well-received R-rated comedy a solid second-place finish at the box office.

Things are looking up for the Freaks and Geeks gang—Apatow's The 40-Year-Old Virgin had a $21.4 million opening weekend and went on to gross $109.4 million domestically.

With its steep drop-off after an opening that didn't match either its predecessor or fellow threequels Spider-Man 3 and Shrek the Third, box-office analysts are predicting that At World's End—despite being on a record number 4,362 screens—will not match the performance of Pirates of the Caribbean: Dead Man's Chest, which had taken in $258.4 million by its second weekend and is still one of only three movies in history to crack $1 billion worldwide.

Still, Disney reported that At World's End has grossed $625.3 million worldwide, becoming the 24th film to surpass $400 million overseas, and the fifth Disney title to achieve that milestone.

Knocked Up, meanwhile, opened on 3,700 screens in 2,871 theaters.

Falling to third place was Shrek the Third, with a take of $28 million—a nearly 50 percent drop from last weekend—to bring its total domestic gross to $255.9 million.

Overall, the 2007 box office to date is up six percent, or $3.8 billion, over where it was at this time last year, although this past weekend's top 12 films grossed 18 percent less than the top 12 did over the same weekend in 2006. 

The thriller Mr. Brooks, starring Kevin Costner as an upstanding citizen and family man who has a murderous alter ego embodied by William Hurt, didn't exactly slay any of the competition, earning $10 million to come in at number four.

Spider-Man 3 rounded out the top five films with $7.6 million (a 47 percent fade from last weekend), bringing its total register to $318.3 million.

Also making a lackluster debut was the sports drama Gracie, starring Elisabeth Shue as the mother of a girl who decides to take her beloved brother's place on their high school's all-boy soccer team after he's killed in a car crash. The film, which was directed by Shue's hubby Davis Guggenheim and is loosely based on her own life, pulled in an uninspiring $1.4 million, despite its heartwarming subject matter.

Dropping out of the top 10 completely were the female bonding flick Georgia Rule (people would rather read about Lindsay Lohan than watch her, apparently), the cat-and-mouse thriller Fractured and Wild Hogs, which ran out of gas again after a brief return to the top 10 last week.

Most critics may not have thought much of the road-trip comedy, but it lassoed enough Tim Allen fans to spend 10 out of the past 14 weeks in the top 10 and drive away with $164.5 million.

Meanwhile, Waitress, which stars Keri Russell, Nathan Fillion and some really delicious-looking pies, continues to be the little film that could. The Sundance Film Festival darling added another 95 theaters to its lineup and another $2 million to its coffer to bring its five-week total to $9.4 million.

Here's a rundown of the top 10 films based on Friday-Sunday estimates compiled by Exhibitor Relations:

1. Pirates of the Caribbean: At World's End, $44.2 million
2. Knocked Up, $30.7 million
3. Shrek the Third, $28 million
4. Mr. Brooks, $10 million
5. Spider-Man 3, $7.6 millionm
6. Waitress, $2 million
7. Gracie, $1.4 million
8. Bug, $1.3 million
9. 28 Weeks Later, $1.2 million
10. Disturbia, $1.1 million

(Originally published June 3, 2007 at 11:12 p.m. PT)

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