Pixar and Disney celebrated their tenth straight number one smash with the 3D flying house flick Up which enjoyed a strong opening atop the North American box office. The new horror film Drag Me to Hell played well to those looking for a scare with its third place finish. Most holdovers fell by more than 50% from last weekend's holiday session but overall sales for the top ten still matched up to last year.

Moviegoers spent the weekend with a grumpy old man and an adventurous young scout as the animated film Up debuted at number one with an estimated $68.2M from 3,766 locations. Averaging a stellar $18,109 per location, the PG-rated film continued Pixar's lucky streak which has seen every one of its offerings debut at number one in its first weekend of wide release. Grosses were boosted by extra surcharges that theaters collected for the 3D presentation, the first ever for Pixar. For example, New York City's Lincoln Square theater charges $12.50 for regular tickets, but $16.50 for Up in 3D.

Showered with praise and glowing reviews from critics, Up enjoyed the fourth biggest opening of 2009 trailing just X-Men Origins: Wolverine ($85.1M), Star Trek ($75.2M), and Fast & Furious ($71M). Friday kicked off the release with $21.4M, Saturday rose 24% to $26.5M, and Sunday is estimated to decline by 24% to $20.3M. Up unspooled in a record 1,534 3D locations with Disney reporting those theaters grossing 2.2 times more than the regular-priced 2D screens.

Up was able to fly past the $63.1M of its studio's last entry WALL•E, although the higher ticket prices meant the audience size was a bit smaller. But a clear victory was won over this year's 3D smash Monsters vs. Aliens from rival DreamWorks Animation which bowed to $59.3M in March. Not only did Monsters benefit from higher 3D prices but it also opened wider in 338 more locations. Up now holds the record for the biggest opening for a 3D pic.

For Pixar, Up ranks as its third best debut ever after The Incredibles ($70.4M in 2004) and Finding Nemo ($70.3M in 2003). And it was the sixth largest bow for any animated film in history behind Shrek the Third ($121.6M in 2007), Shrek 2 ($108M in 2004), The Simpsons Movie ($74M in 2007), Incredibles, and Nemo.

Disney was able to reach all audiences this weekend. Studio data showed that the crowd was 53% female and 53% 18 and older. With a CinemaScore rating of A+, one notch higher than WALL•E's A from last summer, a long life is expected. Plus kidpic offerings are light between now and Ice Age: Dawn of the Dinosaurs on July 1. With more and more schools closing for the school year in the coming days, Up should be able to hold up well in the weeks ahead and challenge Star Trek for the summer box office crown. That is, until the mid-summer tentpoles Transformers: Revenge of the Fallen and Harry Potter and the Half-Blood Prince arrive.

With the Pixar folks stealing away the family audience, Fox's Night at the Museum: Battle of the Smithsonian took a sizable hit falling 53% to second place with an estimated $25.5M in ticket sales. After ten days of release, the PG-rated comedy adventure has pulled in an impressive $105.3M becoming the tenth film of the year to join the century club. A final tally in the vicinity of $170M seems likely putting Smithsonian about one-third behind the $250.9M of the first Museum which opened over Christmas weekend in 2006.

Universal's supernatural thriller Drag Me to Hell from director Sam Raimi debuted in third place with an estimated $16.6M from 2,508 theaters for a solid $6,630 average. While not a bad opening, the debut was a bit disappointing given the starpower of the filmmaker, lack of horror films for two months, and the spectacular reviews from critics. Fellow PG-13 spookfests The Unborn and The Haunting in Connecticut opened to $21.1M and $23M respectively this year. Universal even generated a $21M bow for its horror pic The Strangers a year ago this very weekend. Drag's 11% Friday-to-Saturday drop should mean a shaky road ahead.

John Connor saw most of his followers vanish as the action sequel Terminator Salvation tumbled 62% in its second weekend to an estimated $16.1M falling two spots to fourth place. It was a larger drop than the 56% decline suffered by T3: Rise of the Machines in July 2003 after its extended holiday debut. Released by Warner Bros., Salvation has generated $90.7M over 11 days and looks headed for a final domestic tally of roughly $135M. That would put the new Christian Bale actioner 13% behind the $150.4M gross of T3, and a troubling 28% behind in actual tickets sold. Salvation cost a reported $200M to produce and was backed by a pricey marketing campaign. Overseas, the sci-fi film opened at number one in seven Asian territories through Sony this weekend and grossed $8.6M from 673 runs for a solid $12,700 average.

Posting the smallest decline in the top ten was Star Trek which dropped to fifth with an estimated $12.8M, down 44%. Paramount's reboot hit crossed the $200M mark on Friday in its 22nd day of release and became the first film of the year, and first since last summer's The Dark Knight, to surpass the double-century mark. With $209.5M in the bank, Trek is still plotting a course to reach $245-250M domestically.

Dropping 48% to sixth place was the Tom Hanks thriller Angels & Demons with an estimated $11.2M. The Sony release upped its domestic cume to $104.8M and is running 39% behind the pace of 2006's The Da Vinci Code. The Angels international total climbed to $251.7M this weekend and is now also 39% behind Code overseas. The global take for Demons stands at $356.5M.

Paramount's spoof comedy Dance Flick stumbled 54% in its second weekend and ranked seventh with an estimated $4.9M. With $19.2M in ten days, the Wayans venture should finish its run with roughly $30M. The summer kickoff flick X-Men Origins: Wolverine followed with an estimated $3.9M for Fox, down 52%, for a $170.9M sum. The mutant prequel is currently the third biggest grosser of 2009 and may end up with $180M. The Matthew McConaughey comedy Ghosts of Girlfriends Past grossed an estimated $1.9M for Warner Bros., off 51%, and has taken $50M to date.

The race for tenth place was too close to call with a pair of films reporting estimates just $13,000 apart. Sony estimated its relationship thriller Obsessed would tumble 66% to $665,000 while Summit expanded its indie comedy The Brothers Bloom and saw its weekend take climb to an estimated $652,000. The Beyonce Knowles hit has taken in $67.5M thus far and the Rachel Weisz-Adrien Brody starrer, which averaged a decent $4,405 from 148 sites, raised it total in limited release to $1.4M.

Regent bowed the Oscar-winning Japanese film Departures in just nine locations and grossed an estimated $73,000 for a respectable $8,111 average.

The top ten films grossed an estimated $161.8M which was off 1% from last year when Sex and the City opened in the top spot with $56.8M; but up 27% from 2007 when Pirates of the Caribbean: At World's End remained at number one with $44.2M.