Final update, Monday, 2:50 PM: In its second weekend, Disney/Marvel’s Avengers: Age of Ultron hauled in another $77.7M, which ended up being a 59% drop in its second frame. That is actually a strong hold considering that 15% of its first weekend gross came from the action hero cluster flick’s $27.5M Thursday preview. Opening in the No. 2 spot was Warner Bros.’ female buddy comedy Hot Pursuit turned in a little better Sunday than expected with weekend final of $13.9M.

Next weekend will be action-packed as Mad Max: Fury Road with Tom Hardy and Charlize Theron revs into theaters competing head to head with Pitch Perfect2 which is getting a significant amount of interest from the young female demo. Actually, right now, the audience make-up is quite similar, but the girls just may give Max a lesson in how opening weekend is done.

Here are the final grosses for this weekend’s Top 20:

1). Avengers: Age of Ultron (DIS), 4,276 theaters (0) / 3-day cume: $77.7M (-59%) / Per screen average: $18,182 / Total cume: $313.4M/ Wk 2

2). Hot Pursuit (WB/MGM-New Line), 3,003 theaters / 3-day cume: $13.9M / Per screen: $4,643 / Wk 1

3). The Age of Adaline (LGF), 3,070 theaters (+79) / 3-day cume: $5.8M / Per screen: $1,896 / Total cume: $31.7M/ Wk 3

4). Furious 7 (UNI), 3,004 theaters (-301) / 3-day cume: $5.4M / Per screen: $1,800 / Total cume: $338.5M/ Wk 6

5). Paul Blart Mall Cop 2 (SONY), 3,201 theaters (-347) / 3-day cume: $5.3M / Per screen: $1,658 / Total cume: $58.19M / Wk 4

6). Ex Machina (A24), 2,004 theaters (+725) / 3-day cume: $3.5M / Per screen: $1,752 / Total cume: $15.76M / Wk 5

7). Home (FOX/DW), 2,495 theaters (-357) / 3-day cume: $3M / Per screen: $1,230 / Total cume: $162.1M / Wk 7

8). Woman in Gold (TWC), 1,080 theaters (-46) / 3-day cume: $1.7M / Per screen: $1,611 / Total cume: $27M / Wk 6

9). Cinderella (DIS), 1,034 theaters (-377) / 3-day cume: $1.68M / Per screen: $1,626 / Total cume: $196.2M / Wk 9

10). Unfriended (UNI), 1,701 theaters (-520) / 3-day cume: $1.4M / Per screen: $855 / Total cume: $30.9M / Wk 4

11). The Longest Ride (WB), 1,464 theaters (-651) / 3-day cume: $1.3M / Per screen: $927 / Total cume: $35.2M / Wk 5

12). Monkey Kingdom (DIS), 1,431 theaters (-301) / 3-day cume: $1.2M / Per screen: $875 / Total cume: $14.3M / Wk 4

13). Get Hard (WB), 955 theaters (-510) / 3-day cume: $1M / Per screen: $1,107 / Total cume: $87.8M / Wk 7

14). Piku (NR), 118 theaters / 3-day cume: $938K / Per screen: $8,025 / Wk 1

15). Far From the Madding Crowd (FSL), 99 theaters (+89) / 3-day cume: $776K (+371%)/ Per screen: $7,842 / Total cume: $1M / Wk 2

16). The Divergent Series: Insurgent (LGF), 843 theaters (-448) / 3-day cume: $775K / Per screen: $920 / Total cume: $127.6M / Wk 8

17). Little Boy (OPRD), 775 theaters (-270) / 3-day cume: $691K / Per screen: $892 / Total cume: $5.3M / Wk 3

18). The Water Diviner (WB), 385 theaters (0) / 3-day cume: $551K / Per screen: $1,432 / Total cume: $3.2M / Wk 3

19). The D Train (IFC), 1,009 theaters / 3-day cume: $447K / Per screen: $444 / Wk 1

20). While We’re Young (A24), 258 theaters (-116) / 3-day cume: $299K / Per screen: $1,161 / Total cume: $6.9M / Wk 7

Previously: Sunday Update After 7:48 AM Post: Avengers: Age of Ultron posted the second best second weekend (that’s a mouthful, but it’s true) with $77.2M, only to be outflanked by its former self, Avengers which took in $103.1M during its second sesh. Ultron‘s second weekend translates into a 60% drop, which is typical for big openers. Total cume for the Disney/Marvel sequel stands at $312.86M. Ultron broke the $300M threshold in 10 days, tying The Dark Knight‘s pace to that mark. The Avengers, which holds the title as the fastest to clear $300M, did it in nine days. China opens Tuesday and the expectation is that Ultron is gonna hit $1B worldwide later this week. The studio’s target, of course, is to have the sequel hit the same numbers as the first pic, which grossed $1.5B worldwide.

“We are playing to every audience in every market to every segment,” says Disney distrib chief Dave Hollis about the drill-down stats of Ultron. The Marvel film isn’t just a big city pic or one that’s confined to one region of the U.S. in terms of its performance, but is playing from metro areas to small towns. Stateside, Imax made $6.4M or 8% of the weekend B.O bringing its 10-day cume to $29M. Overall, 3D hasn’t been as big with Ultron as it was with the first Avengers. 3D repped 44% of Ultron‘s opening weekend receipts versus 52% for Avengers (blame higher ticket prices).

Avengers: Age of Ultron per studio estimates saw a huge 59% spike on Saturday, which was expected since the superheroes didn’t have to compete against last weekend’s big boxing match on PPV. Between Friday and Saturday, Ultron moved from $21.34M to an estimated $33.86M at 4,276 theaters.

Warner Bros./MGM/New Line’s Hot Pursuit improved a bit with a revised FSS $13.3M per the studio at 3,003 versus the industry projected $12.5M. The studio was hoping for mid-to-high teens heading into the weekend. Some upsides with the Reese Witherspoon-Sofia Vergara comedy to counter that yoke of a C+ CinemaScore: Women turned up at 62%, Saturday’s biz of $4.9M was up 17% from Friday, the pic’s performance was strong in the South (no surprise there, given Witherspoon’s roots), and young women under 18 and between 18-24 gave the film an A and an A- respectively. However, it’s doubtful that this crowd will show up in weeks to come as Witherspoon’s canon of late has pulled in an older demo, and this time it was really old: 46% of those shelling out for Hot Pursuit were over 50. Mother’s Day business is only expected to be off 15%. Final verdict: despite Hot Pursuit‘s lackluster opening, Witherspoon isn’t out of touch with her audience in regards to her star power per analysts. This was a case of the elements simply not working, specifically, as many reviews have pointed out: People just didn’t think the film was funny.

The weekend’s second wide release, a last minute expansion, was IFC’s Jack Black comedy The D Train which played at 1,009 engagements making $469K for a PTA of $465. In recent years, with the exception of Boyhood (which played at 771 venues at its widest), IFC typically doesn’t go wide with its pics, generally opting for a combo of limited theatrical with same-day VOD. Sources informed me that the marketing campaign for D Train wasn’t like the national ones which RADiUS and A24 respectively mounted for spring indie wonders It Follows and Ex Machina. That said, $469K is a lackluster wide launch for a 1,000+ playdate pic, especially for a film that was acquired for $3M at Sundance. By comparison, Black’s summer 2012 indie sleeper Bernie at 95 engagements (in week 4) made $491K. During Memorial Day weekend at 194 playdates, Bernie hit $1.1M over four days (the pic ended its run with $9.2M). Millennium acquired Bernie out of the Los Angeles Film Festival for $2M. Leave it to VOD to save The D Train.

Now for a round of weekend high fives: Lionsgate/Lakeshore-SKE’s Age of Adaline is looking pretty in her third weekend with a 10% dip and a running domestic cume of $31.5M that has surpassed the pic’s production budget. Paul Blart: Mall Cop 2 also held well with a 12% slip in its fourth weekend. A24’s Ex Machina gave a come hither to crowds with a 2,000+ expansion, and saw a 52% spike in its fifth sesh for $15.7M total cume. Weinstein Co.’s Woman in Gold is also lookin’ fine with a 3% uptick in its sixth frame with a total running cume of $26.98M. Even more stunning: Woman actually did this on 46 fewer screens. Fox Searchlight’s Far From the Madding Crowd is expected to hit $1M on its 10th day at 99 theaters.

The top films per studio estimates for the weekend of May 8-10, 2015:

1). Avengers: Age of Ultron (DIS), 4,276 theaters (0) / $21.3 Fri. /$33.86 (+59%)/$22M (-35%)/ 3-day cume: $77.2M (-60%) /Total cume: $312.85M/ Wk 2

2). Hot Pursuit (WB/MGM-New Line), 3,003 theaters / $4.2M* Fri. /$4.9M (+17%)/$4.185M Sun (-15%)/ 3-day cume: $13.3M / Wk 1

*includes $450K Thursday previews

3). The Age of Adaline (LGF), 3,070 theaters (+79)/ $1.53M Fri. /$2.18 (+42%) Sat/$1.89M (-13%) Sun/ 3-day cume: $5.6M (-10%) / Total cume: $31.5M/ Wk 3

4). Furious 7 (UNI), 3,004 theaters (-301) / $1.4M Fri. /$2.3M (-10%)/$1.5M Sun (+63%)/ 3-day cume: $5.27M (-21%) / Total cume: $338.4M/ Wk 6

5). Paul Blart Mall Cop 2 (SONY), 3,201 theaters (-347)/ $1.24M Fri./$2.235M (+80% Sat/$1.72M (-23%) Sun/$ 3-day cume: $5.19M (-12%)/ Total cume: $58.1M / Wk 4

6). Ex Machina (A24), 2,004 theaters (+725) / $966K Fri. /$1.5M (+58%) Sat/$1M Sun (-33%)/ 3-day cume: $3.469M (+52%)/ Total cume: $15.7M / Wk 5

7). Home (FOX/DW), 2,495 theaters (-357) / $615K Fri./ $1.3M Sat. (+114%)/$1M Sun (-19%)/3-day cume: $3M (-14%)/ Total cume: $162.1M / Wk 7

8). Woman in Gold (TWC), 1,080 theaters (-46) / $374K Fri. /$710K (+90%) Sat/$568K (-20%) Sun/ 3-day cume: $1.65M (+3%) / Total cume: $26.98M / Wk 6

9). Cinderella (DIS), 1,034 theaters (-377) / $440K Fri. /$725K (+65%) Sat/$409K (-44%) Sun/3-day cume: $1.57M (-43%) / Total cume: $196.2M / Wk 9

10). Unfriended (UNI), 1,701 theaters (-520) / $451K Fri./$638K (+42%) Sat./$311K Sun. (-52%)/ 3-day cume: $1.4M (-36%) / Total cume: $30.9M / Wk 4

Notables:

Far From the Madding Crowd (FSL), 99 theaters (+89) / $191K Fri. /$330K Sat. (+73%)/$240K Sun. (-27%)/ 3-day cume: $761K (+361%) / Total cume: $1M/Wk 2

Piku (YRF), 118 theaters / $212K Fri. / 3-day cume: $824K /Wk 1

The Water Diviner (WB), 385 theaters (0) / $146K Fri./ 3-day cume: $550K (-25%) / Total cume: $3.2M/Wk 3

The D Train (IFC), 1,009 theaters / $160K Fri. / 3-day cume: $469K /Wk 1

Noble (ASP), 150 theaters / $104K Fri. / 3-day cume: $243K /Wk 1

5 Flights Up (FOCW), 87 theaters / $73K Fri. / 3-day cume: $234K /Wk 1

Maggie (RSA), 79 theaters / $45K Fri. / 3-day cume: $131K /Wk 1

The Left Ear (IND), 13 theaters / $41K Fri. /PTA: $7,684/ 3-day cume: $108K /Wk 1

Sister Code (IND), 100 theaters / $17K Fri. / 3-day cume: $48K /Wk 1

Saint Laurent (SPC), 4 theaters / $9K Fri. /PTA: $9K/ 3-day cume: $36K /Wk 1

Previous, Saturday 8AM after 2:20AM post: Walt Disney’s Avengers: Age of Ultron is still mind-controlling the masses. Late night industry estimates pegged Ultron at $21.9M for Friday, but Disney is calling it at $21.34M this AM. That’s 27% off 2012’s Avengers’ second Friday of $29.2M. Ultron continues to rule over the bulk of business on the B.O. chart, while eight new indie releases step on each others’ toes (Jack Black’s The D Train, from IFC, is derailed outside the top 10, while Arnie’s Maggie can’t scare anyone into theaters). Ultron‘s steep -74% Friday-to-Friday fall is largely attributed to its opening day being pumped up by $27.6M Thursday previews. Insiders forecast a 50% upswing into Saturday with a second weekend of $76.8M and a 10-day total of $310.6M, putting the Marvel sequel 17% behind Avengers at the same point in its run. Showtimes continue to be plentiful (Hollywood Arclight, 32; Bellevue Lincoln Square Cinema in Bellevue, WA , 25; AMC Northpark in Dallas, 23; AMC Lincoln Square NYC, 18) but it’s apparent that most folks saw the film last weekend. A 4:45 PM showing at the 800-seat ArcLight Cinerama Dome on Friday drew about 30 people. Ultron‘s jet packs of 364 Imax venues, 400 premium large format theaters and 2,761 3D engagements remain intact. The Marvel sequel’s B.O. through eight days currently stands at $256.99M.

Disney’s Cinderella doesn’t know when to get off the top 10 dance floor. She fell off during her seventh sesh landing in 12th place, but waltzed back in on the good graces of drive-in theatres last weekend. Cindy is still fox trotting with a studio-reported $440K Friday (vs. $521K). Industry estimates expect her running B.O. to be at about $196M by Sunday, $4M shy of the $200M dance prize.

Mother’s Day weekend has launched some healthy female-skewing films in recent years which have legged out during the summer, i.e. 2013’s The Great Gatsby ($50.1M), 2012’s Dark Shadows ($29.7M) and 2011’s Bridesmaids ($26.2M). Not this year. Warner Bros./MGM-New Line’s estrogen-fueled road comedy Hot Pursuit is parking at the lower end of expectations, with an industry estimated FSS of $12.5M. Both studio and industry reported Friday figures see Hot Pursuit at $4.2M. Even more bad news, moviegoers dinged the Reese Witherspoon-Sofia Vergara comedy with a C+ CinemaScore.

Finding a positive review for Hot Pursuit is akin to looking for a contact lens on a busy ballroom dance floor.

That projected bow is lower than the opening for Witherspoon’s 2012 romance actioner This Means War ($17.4M/domestic B.O. $54.7M). Industry bean counters gave that film a hard time when it opened, given their high expectations: A romantic comedy with an actress of her stature, coupled with burgeoning headliner hunks Tom Hardy and Chris Pine, should have had a $20M-plus bow with its mid-February release date. Witherspoon’s last sour CinemaScore was a C- for 2010’s James L. Brooks comedy How Do You Know. The upside for Hot Pursuit is that its budget was low at $35M and Warner Bros.’ risk was mitigated (MGM plopped down 50%, Rat-Pac 12.5% and WB 37.5%).

While comedies are often critic-proof, finding a positive review for Hot Pursuit is akin to looking for a contact lens on a busy ballroom dance floor. It’s unfortunate that Hot Pursuit doesn’t seem to be working stateside. Playing a tightly wound cop, Witherspoon was vying to expand her romantic-comedy zone with a zany road-trip pic. With stellar credits including the Oscar-nominated Wild ($52.5M) and Gone Girl ($368.1M), Witherspoon knows what grown-up women are seeking at the cineplex and is snapping up edgy properties before they hit book shelves. But this pic’s Rotten Tomatoes score is a stinky 6%. Critics just didn’t find it funny (Pete Hammond demanded his 87 minutes back in Deadline’s review).

However, what stings the most with a pic like Hot Pursuit (besides, of course, the B.O. trickle), isn’t a pan from The New York Times or The Wall Street Journal. It’s when a glossy — specifically US Weekly — clearly aimed at the flick’s femme demo — blasts the comedy for being a “brainless and lazy mess.” Sources tell me that the ticket buyers who showed up at Hot Pursuit came for Witherspoon, whose audience skews older, and Vergara. A rival studio executive theorized that Witherspoon could have had a better co-star than Vergara in Hot Pursuit: “TV stars don’t always translate to film and she’s no Melissa McCarthy.” What’s obvious based on the B.O.. evidence is that more women are stoked by raunchy R-rated comedies — i.e., Bridesmaids ($169.1M), The Heat ($159.6M), Sex and the City ($152.6M), Tammy ($84.5M) — than PG-13 ones like Hot Pursuit.

The film earned a C+ CinemaScore, but Witherspoon and Vergara’s promotional efforts during Hot Pursuit were A+, rivaling Will Ferrell and Kevin Hart’s tubthumping for Get Hard. Witherspoon timed the launch of her fashion label Draper James with the film’s bow. Vergara was lauded with a star on the Hollywood Walk of Fame. They both made a stop at New York’s Met Gala and were relentless on social media.

Lionsgate is reporting $1.53M at 2,991 venues for Age of Adaline‘s third Friday. By end of weekend, the Lakeshore Entertainment/SKE financed film will have surpassed its $30M budget at the B.O.

A24’s Ex Machina continued to resonate in its expansion from 1,279 to 2,004 theaters seeing a 21% 33% spike on Friday per the distrib with $966K and an anticipated 27% uptick in its fifth frame. Domestic total should exceed $14M. The Weinstein Co.’s Woman in Gold continues to glitter in the top 10 with a projected 10% weekend dip. Fox Searchlight’s second weekend expansion of Far From The Madding Crowd is also reaping fortune with a projected FSS of $638K, up close to threefold from its first weekend. Searchlight is reporting a second Friday of $189K. Despite Arnold Schwarzenegger’s segue from his cookie-cutter action films into smart arthouse zombie flick Maggie, limited audiences haven’t caught on yet shelling out $45K tonight at 79 sites. Ditto for IFC’s Jack Black comedy The D Train which is severely underperforming at 1,009 playdates with an industry estimate of $105K on Friday. China’s The Left Ear is enjoying a per theater average of $7,054 while Sony Pictures Classics’ fashion designer biopic Saint Laurent, which bowed at Cannes last year and became France’s Oscar foreign language entry, has sewn up a PTA of $6,778.

Top 10 per industry estimates for the weekend of May 8-10, 2015 as of 12 midnight:

1). Avengers: Age of Ultron (DIS), 4,276 theaters (0) / $21.9M (-74%) Fri. / 3-day cume: $76.8M (-60%) /Total cume: $310.6M/ Wk 2

2). Hot Pursuit (WB/MGM-New Line), 3,003 theaters / $4.2M* Fri. / 3-day cume: $12.5M / Wk 1

*includes $450K Thursday previews

3). The Age of Adaline (LGF), 3,070 theaters (+79)/ $1.49M Fri. (-33%)/ 3-day cume: $5.17M (-20%) / Total cume: $31.1M/ Wk 3

4). Furious 7 (UNI), 3,004 theaters (-301) / $1.28M Fri. (-41%) / 3-day cume: $4.96M (-25%) / Total cume: $338.1M/ Wk 6

5). Paul Blart Mall Cop 2 (SONY), 3,201 theaters (-347)/ $1.17M Fri. (-34%)/ 3-day cume: $4.9M (-17%)/ Total cume: $57.8M / Wk 4

6). Ex Machina (A24), 2,004 theaters (+725) / $878K Fri. (+21%) / 3-day cume: $2.9M (+27%)/ Total cume: $14.3M / Wk 5

7). Home (FOX/DW), 2,495 theaters (-357) / $599K Fri. (-32%) / 3-day cume: $2.65M (-24%)/ Total cume: $162M / Wk 7

8). Cinderella (DIS), 1,034 theaters (-377) / $521K Fri. (-47%) / 3-day cume: $2.1M (-23%) / Total cume: $196.9M / Wk 9

9). The Longest Ride (FOX), 1,464 theaters (-651) / $417K Fri. (-31%)/ 3-day cume: $1.5M (-12%) / Total cume: $35.4M / Wk 5

10). Woman in Gold (TWC), 1,080 theaters (-46) / $374K Fri. (-22%) / 3-day cume: $1.45M (-10%) / Total cume: $26.8M / Wk 6

Notables:

Far From the Madding Crowd (FSL), 99 theaters (+89) / $195K Fri. (+261%)/ 3-day cume: $638K (+287%) / Total cume: $878K/Wk 2

Piku (YRF), 118 theaters / $180K Fri. / 3-day cume: $551K /Wk 1

The Water Diviner (WB), 385 theaters (0) / $134K Fri. (-38%)/ 3-day cume: $497K (-25%) / Total cume: $3.17M/Wk 3

The D Train (IFC), 1,009 theaters / $150K Fri. / 3-day cume: $406K /Wk 1

Noble (ASP), 150 theaters / $105K Fri. / 3-day cume: $270K /Wk 1

5 Flights Up (FOCW), 87 theaters / $73K Fri. / 3-day cume: $257K /Wk 1

Maggie (RSA), 79 theaters / $45K Fri. / 3-day cume: $131K /Wk 1

Sister Code (IND), 100 theaters / $30K Fri. / 3-day cume: $107K /Wk 1

The Left Ear (IND), 13 theaters / $28K Fri. /PTA: $7,054/ 3-day cume: $92K /Wk 1

Saint Laurent (SPC), 4 theaters / $9K Fri. /PTA: $6,778/ 3-day cume: $27K /Wk 1

Previous, Friday, 8:05AM:Warner Bros./MGM/New Line’s Hot Pursuit generated $450K last night at Thursday previews. The industry is tracking Hot Pursuit in the low to mid-teens for FSS, and the chick road pic could see a Mother’s Day boost on Sunday. The film’s total awareness remains strong among women over 25. Witherspoon’s last mega wide release, This Means War, bowed to $17.4M ($19M including Valentine’s Day showtimes) in February 2012.

Both Witherspoon and Vergara have been working it on social media for the film, reaching out to their respective total social media followers of 18.3M and 5.2M. In real time, both have been in the spotlight at a number of events leading up to the film’s release, i.e. Vergara received her star on the Hollywood Walk of Fame (sending her Instagram to 3.5M per RelishMix) while Witherspoon launched a southern-inspired fashion label Draper James. Both made a splash at the Met Gala. Hot Pursuit YouTube videos reached 7.3M.

Disney’s Avengers: Age Of Ultron from Marvel is expected to have a lock on No. 1 with industry projections seeing a 55% to 60% drop from its $191.3M opening for $76.5M-$86M. Ultron is expected to see a steeper decline today due to the fact that its first Friday of $84.4M was bolstered by $27.6M Thursday night shows which repped 14% of its weekend haul. However, the superhero pic could see a bigger Friday-to-Saturday boost than a week ago since Manny Pacquiao and Floyd Mayweather are keeping it calm this weekend.

Also bowing today is IFC’s Jack Black comedy The D Train in 1,009 locations.