Sequelitis will continue to grip summer in the wake of a Memorial Day ennui that served up 20th Century Fox’s underperformer X-Men: Apocalypse and Disney’s disastrous Alice Through the Looking Glass. Overall, the average opening for a wide release sequel this year is -19% from its previous installment, so don’t expect Paramount’s Teenage Mutant Ninja Turtles: Out of the Shadows to top the surprise $65.6M opening of its 2014 reboot. That said, the current projection for the Michael Bay production is between $30M-$35M in about 4,000 theaters. That figure could go higher, but given the blase state of B.O., we’re not expecting anything lofty.

The sequel, which reteams Megan Fox and Will Arnett, cost a reported $135M before P&A, which is $10M more than the last one. The Melrose lot is banking on a decent multiple for TMNT 2 as well as a heavy overseas till given how it’s tracking like a family film (versus a fanboy one). The first movie earned a B CinemaScore, produced a 2.9 multiple for a final domestic of $191.2M and generated over 61% of its global haul abroad with $302.1M in foreign ticket sales. TMNT 2 debuts in 40 foreign markets, or 39% of all overseas territories. Stateside previews start at 5 PM Thursday.

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X-Men: Apocalypse is set to decline 55% to 60% for a second sesh between $26M-$29.6M. Friday will show a sharper drop given the fact that the film’s opening day was propped by $8.2M Thursday preview cash. On Tuesday, the film ranked No. 1 among all titles with $6.5M, bringing its five-day total to $86.3M.

Me Before You, from New Line/MGM via Warner Bros, a feature adaptation of British novelist’s Jojo Moyes’ tome about a young woman who cares for a recently paralyzed wealthy man, is looking to make $12M-$14M in third at about 2,600 sites. Thursday showtimes begin at 7 PM. MGM and New Line split this low-$20M-budgeted pic 50-50. MGM acquired rights to Moyes’ novel in 2013. For U.S. audiences, the film marks a departure for UK thesp Emilia Clarke, who is beloved for her role as Daenerys Targaryen aka Dragon Lady on HBO’s Game of Thrones. She stars here with Sam Claflin. Warner Bros showed a tearjerker of a clip during its reel at CinemaCon.

Disney’s Alice Through the Looking Glass is projected to fall 60%, according to industry estimates, for a second weekend of $10.7M. The James Bobin-directed movie ranked second on Tuesday with $2.8M and a five-day cume of $36.3M.

Lastly, Universal has the $20M Lonely Island comedy Pop Star: Never Stop Never Stopping, which is expected to pull in $3.5M-$4.5M at 2,300. Given the web appeal of stars Andy Samberg, Akiva Schaffer and Jorma Taccone, P&A was cheap and relegated largely to digital. Their late-August 2007 comedy Hot Rod, which was released during their Saturday Night Live heyday, opened to $5.3M and finaled at $13.9M. Samberg is the star and producer of NBCUni’s comedy series Brooklyn Nine-Nine, which airs on Fox.