Teenage Mutant Ninja Turtles: Out of the Shadows easily took first place this weekend with $35 million, while X-Men Apocalypse suffered a 60% drop. Meanwhile, Me Before You overperformed and The Lonely Island’s Popstar flopped.

Teenage Mutant Ninja Turtles started off with an estimated $35.2 million, which is a little over half of what its predecessor took in back in 2014. That film was originally estimated to open somewhere in the high $40 million range, thanks to poor reviews and tough competition from Guardians of the Galaxy. However, family audiences showed up en masse, leading the film to a surprisingly high $65 million start. There wasn’t much reason for a sequel (other than profit, of course) and the first films poor reception (5.9/10 IMDb, 22% on Rotten Tomatoes) made it clear that there would be a significant drop off, even though Paramount squeezed in every major character into the advertisements. The film received an A- Cinemascore, notably higher than the originals subpar B. With decent word of mouth, Out of the Shadows will likely climb past $90 million, but crossing the century mark will be a challenge.

In second place, X-Men: Apocalypse was down a sharp 66% in its second weekend, which is about on par with the 64% drop of X-Men: Days of Future Past back in 2014.

In third place, Me Before You outperformed modest expectations for a strong $18.2 million from 2,704 theaters. That’s well above the $10 million it was anticipated to do, and proves that the popular source material and solid release date ended up working as strong counterprogramming against all the massive budget action blockbusters. The weekend after a major holiday is becoming very popular for counterprogramming such as this, and is a trend that is likely to continue for years to come. While critics weren’t crazy about it (56% on Rotten Tomatoes) the audience seemed to dig it, giving it a strong A Cinemascore. Without much in terms of direct competition, Me Before You has a solid chance at hitting over $45 million.

Alice Through the Looking Glass plummeted 60% down to just $10.6 million, taking in just $50 million after two weeks. That’s less than half of what the original Alice in Wonderland made in its opening weekend alone.

The Angry Birds Movie was down 48% to around $9 million. That’s a fairly poor result for an animated film, as the film continues to have holds that are more on par with blockbusters than animated family films. Still, it’s doing decently enough for what it is, and can still likely top $110 million before the end of its run.

All the way down in 8th place, The Lonely Island’s Popstar: Never Stop Never Stopping flopped with just $4.6 million. With a $21 million budget and strong name recognition between both The Lonely Island and Judd Apatow, it seemed like Popstar could capitalize on its satirical look and mockumentary style, but unfortunately audiences were turned off by its strange humor and lack of marketing. This is actually lower than Hot Rod back in 2007, which is a pretty terrible result. Ultimately, this is one that will likely do very well in the rental business, but is likely to finish under $10 million domestically.