The opening of “Teenage Mutant Ninja Turtles: Out of the Shadows” is dominating a moderate weekend at the U.S. box office with an estimated $36 million, slightly better than half of the original’s launch.

Paramount’s action-comedy sequel took in $12.5 million at 4,071 sites on Friday, easily outdistancing the first day of Emilia Clarke’s romantic drama “Me Before You” at $7.8 million at 2,704 locations and the eighth day of “X-Men: Apocalypse” with $6.6 million.

Fox’s ninth version of its “X-Men” franchise was headed for a second weekend of $22.3 million at 4,153 locations, in a sharp 66% decline that’s typical of “X-Men” titles. “Apocalypse” will finish the frame with more than $116 million domestically.

“Me Before You,” which generated an A Cinemascore from attendees, looks likely to wind up the weekend with $18.3 million — at the top of recent forecasts.

Universal’s surreal Andy Samberg comedy “Popstar: Never Stop Never Stopping” launched quietly with $1.8 million at 2,311 screens, projecting to less than $5 million for the weekend.

“Teenage Mutant Ninja Turtles: Out of the Shadows,” which generated an A- Cinemascore, came into the marketplace amid expectations that had been elevated by the surprisingly strong showing of the 2014 original film — which finished with a $195 million domestic gross and $493.2 million worldwide.

The sequel, which is opening in 40 international markets this weekend, will need to perform strongly outside the U.S. in order to recoup for its $135 million budget. “Out of the Shadows,” directed by Dave Green from a script by Josh Appelbaum and André Nemec, stars Megan Fox, Stephen Amell, Will Arnett, Brian Tee, Tyler Perry and Laura Linney.

“Me Before You,” starring Clarke and Sam Claflin, will finish in third well ahead of Disney’s second weekend of its high-priced “Alice Through the Looking Glass,” which is heading for an $11 million weekend at 3,763 sites. That’s a 59% decline from the dismal opening of $26.8 million for the surreal sequel, starring Johnny Depp as the Mad Hatter.

Depp’s been in the news recently due to his estranged wife Amber Heard being granted a temporary restraining order on May 27 after she accused him of domestic violence.

“Me Before You” is based on Jojo Moyes’ bestselling novel. Clarke portrays a caretaker for a wealthy young man who was recently paralyzed after being hit by a car. It carries a modest $20 million budget.

Sony’s third weekend of “The Angry Birds Movie” is projected to finish fifth with about $9.7 million to lift the cartoon’s domestic total to $86.6 million, followed by the fifth frame of Disney-Marvel’s “Captain America: Civil War” with $7 million. “Captain America” is the year’s top performer at the domestic box office and will finish the weekend with $388 million in its first 31 days.

The domestic summer box office was down 4.1% from last year as of Wednesday, with $887 million while year-to-date grosses are up 4% at $4.52 billion, according to ComScore.