Meanwhile, the crop of fresh titles debuted softly -- Universal's "Cinderella Man" had the best showing among the newcomers, generating $18.6 million from 2,812 theaters.

Encouraged by good reviews and strong tracking, industry expectations had been for "Cinderella Man" to open past $20 million.

As for the zoo crew, DreamWorks' CGI toon moved up to the No. 1 spot with $28.7 million in the session, a modest 39% from last weekend's three-day number. Perf pushed its 10-day cume to $101 million. Pic passed the century mark one day faster than the original "Shrek" and five days quicker than last fall's "Shark Tale."

"Madagascar's" feat -- claiming the B.O. crown in its second week after failing to open in the top spot -- is exceedingly rare in this age of steep second-week declines.

Also moving up on the chart was Paramount's "The Longest Yard" which at $26.1 million, a mellow 45% drop, claimed the No. 2 spot. With a two-week cume of $95.8 million, the football remake is running ahead of star Adam Sandler's biggest picture, "Big Daddy," which ultimately cumed $163 million.

Fastest to $300 mil

Though it dropped in the rankings, Fox's "Star Wars: Episode III -- Revenge of the Sith" is still doing massive biz. Its weekend result of $26 million won it the crown for the fastest pic to gross $300 million. George Lucas's sci-fi finale hit the rarefied mark on Saturday, its 17th day of release, which is a day sooner than previous record-holder "Shrek 2."

With a cume of $308.8 million, "Sith" passed the 1977 original's $307 million haul and is now the second-biggest grosser in the series, behind only "The Phantom Menace's" $431 million run.

Opening at No. 5 was Warner Bros.' "The Sisterhood of the Traveling Pants," which collected $10.2 million over the weekend from 2,583 venues. Since bowing on Wednesday, pic has taken in $14 million.

Behind "Pants" in the sixth spot was Sony's "Lords of Dogtown" with $5.7 million from 1,865 locations.

Weekend figures were lower than 2004's for the 15th straight week. As expected, this weekend was off considerably from last year's comparison frame, when "Harry Potter and the Prisoner of Azkaban" debuted with a massive $93.7 million to power the B.O. to the biggest ever three-day take of $188 million.

Nielsen estimates the frame's total at $132 million, which is down 30% from last year. Year-to-date, the $3.43 billion in ticket sales slips to 6.7% behind 2004.

Older crowd

Universal chair Stacey Snider said of "Cinderella Man's" opening, "Clearly we had hoped for a bigger start." But she added U remains committed to the film. "It's going to get the support from the studio through the summer. We see this as the beginning of a long run through the summer and through the awards season," she said.

As expected, the crowd was primarily older adults, with U's exit polls showing 66% of the aud over age 35. Aud was nearly even between men and women, with the surveys showing the aud 53% female.

The pugilist pic follows in the footsteps of other adult drama counterprogrammed against summer titles. Last summer's "The Terminal" opened slightly higher with $19 million and ultimately cumed $78 million. The previous summers, though, each featured more successful variations: After opening to $20.9 million in 2003, "Seabiscuit" ultimately got to $120 million, while 2002's "Road to Perdition" bowed with $22 million and racked up $104 million.

"We want to make great films, and this is a great film. We really believe in movies like this. It's a great human-interest story up against these behemoth summer tentpoles," Snider said.

Femme dem

Warners distrib prexy Dan Fellman said he was satisfied with "Sisterhood's" $14 million five-day total. "It's right where we thought it would be. We have a real strong one-quadrant film." Studio polls showed the aud was 90% female.

Budgeted under $25 million, Fellman said the film should perform well for the studio at its current levels. "We have a unique spot in the marketplace. We know our audience and we're playing right to it."

With a lot of the young female aud at "Sisterhood," Sony's "Lords of Dogtown" was driven primarily by young males. Its surveys found the aud 54% male and 67% under age 21.

Like "Sisterhood," "Lords" carries a moderate budget. Distrib prexy Rory Bruer said, "We were hoping for a little more. We got really good reviews and our exits are really good, so we are just hoping to hang in there."

Limited fare

In the limited arena, Paramount Classics opened "Apres Vous" to $26,000 from three screens, which averages to $8,667 per booking. Label's holdover "Mad Hot Ballroom" grossed $357,712 after expanding in its fourth week to 96 screens. Averaging $3,726 per screen, doc has a cume of $1.17 million.

Also opening this weekend, Miramax's "Deep Blue" grossed $8,036 from two screens.

Sony Pictures Classics' "Saving Face" counted $89,314 in second week. Showing on 13 screens, pic averaged $6,870 and pushed its cume to $208,326. In its fourth week, shingle's "Layer Cake" expanded to 200 theaters and grossed $358,697, an average of $1,793 per engagement. Perf pushed cume to $1.18 million.

Tartan and TLA's "Mysterious Skin" continued its strong run with $38,352 from eight screens, an average of $4,794. Cume stands at $204,000.

Roadside Attractions' "Ladies in Lavender" found $334,321 in its sixth week. Playing on 96 screens, the pic averaged $3,483 and now has a cume of $2.07 million. In its 14th week, Samuel Goldwyn and Roadside's "Walk on Water" also crossed the $2 million mark, with $54,060 off 36 screens. Averaging $1,545 per screen, cume is $2.03 million.

Palme retained attorney Martin Singer of Lavely & Singer, who wrote in a letter sent to the chain on Monday, "If Century refuses to immediately lift its clearance, Century, and all persons acting in concert with them, will be exposed to substantial liability."

Century execs did not return calls requesting comment.

Palme co-owner Steve Mason said he has not yet heard a response from Century.

The Palme is one of the California theaters whose complaints to State Attorney General Bill Lockyer led to an investigation into Century's booking practices for possible antitrust violations (Daily Variety, April 13).

Universal Pictures releases "Cinderella Man" on June 3.

In addition to Singer, the Palme has enlisted San Francisco-based antitrust attorney Stewart Foreman of Freeland Cooper & Foreman and Beverly Hills-based entertainment lawyer Ken Browning of Browning, Jacobson & Klein.

The Palme has a long-running dispute with Century over its practice of demanding clearance for pics playing at the Century River, three miles from the Palme. Mason said since the theater opened in October 2003, it has played only a handful of titles from major distributors.

Singer wrote in its letter, "Century has engageed in antitrust violations in its dealings with the major motion picture distributors for the purpose of attempting to put my client out of business."

The letter demands that clearance be lifted in time for the Palme to book "Cinderella Man" on June 3.

Mason said that Universal has told him that it will not book "Cinderella Man" at the Palme, opting instead for Century's River.

In the studio's response last week, it said, "Distributors have no control over whether competing exhibitors are willing to play day-and-date, and Universal leaves such matters to the exhibitors."

Mason added he hopes to win on "Cinderella Man" because "once the clearance is lifted with one picture, other distributors will also begin selling day-and-date."

And if not? "Our inclination is to move straight to litigation."

Russell Crowe and Nicole Kidman, stymied earlier this year in an attempt to make all-Australian pic "Eucalyptus," are poised to try again with a period epic that Baz Luhrmann will direct later this year.
Formal offers haven't been made, but both thesps are being wooed heavily by the filmmaker, who is collaborating with "Collateral" scribe and fellow Aussie Stuart Beattie on a romance being called an Oz "Gone With the Wind" and expected to be made through Fox.

Crowe and Kidman were Down Under and days away from making Fox Searchlight's "Eucalyptus" with director Jocelyn Moorhouse when the plug was pulled over Crowe's dissatisfaction with a script rewrite.

Kidman quickly aligned to star with Robert Downey Jr. in the River Road-financed, Steven Shainberg-directed Diane Arbus biopic "Fur."

Crowe, busy promoting the Ron Howard-directed "Cinderella Man," has been looking for a big film to topline this fall.

Timing this time favors Luhrmann, who turned to the Aussie epic only after his Alexander the Great project was beaten to the starting line by Oliver Stone's.

Luhrmann and Kidman had a memorable collaboration in "Moulin Rouge," but this pic would be the first together for the director and Crowe.