It was supposed to be a competitive race this weekend, with two blockbuster sequels grabbing large hauls of Memorial Day weekend dollars. But it wasn't even close. As the holiday revelry ends, "X-Men: Apocalypse" stands as a modest superhero hit, while "Alice Through the Looking Glass" has fallen down the rabbit hole.

"X-Men" always had the edge, as it was opening on 400 more screens than "Alice." As it turned out, it debuted near the low end of expectations, with an estimated $65.0 million through Sunday and a likely $80 million for the four-day weekend. That's not up to the franchise's usual standards, but it's not terrible.

And it's far better than "Alice," which mustered only an estimated $28.1 million through Sunday, with a projected four-day weekend of $35.6 million. For a movie that cost a reported $170 million to make, that's a catastrophe.

What happened? Was "Alice" a foreseeable disaster? In some ways, although it did hit one iceberg that no one could have seen looming. Here are the four things that did "Alice" in.

1. Fox's X-Men Franchise Owns Memorial Day Weekend

Ten years ago, "X-Men: The Last Stand" set a Memorial Day weekend debut record, grossing $103 million from Friday to Sunday. "X-Men: Days of Future Past" premiered with $91 million over the three-day holiday two years ago. The "Apocalypse" opening means that the Marvel mutants now have three of the ten best Memorial Day debuts ever.

If Disney was counting on "Alice" to be rescued by superhero fatigue (this is, after all, the fourth major superhero saga released in the past four months) or on its own still-strong "Captain America: Civil War" to siphon off Marvel fans, well, neither of those things happened. Not even weak reviews (48 percent fresh at Rotten Tomatoes, 52 at Metacritic) could hold back the X-Men -- indeed, they got solid word-of-mouth, as indicated by an A- grade at CinemaScore.

2. James Bobin Is No Tim Burton

No slight intended toward the "Muppets Most Wanted" director, but he's not the household name, box office draw, or artistic visionary that the director of the initial "Alice in Wonderland" is. No wonder Burton's name popped up in some of Disney's marketing materials for "Through the Looking Glass," as if the director's contribution to the 2010 smash had anything to do with the current film.

Still, many consumers got wise, recognized that Burton sat this one out, and decided to do the same.

3. Those 3D Surcharges

The first "Alice" came out shortly after "Avatar" primed us all to pony up extra for 3D glasses. Six years later, American audiences are a lot more skeptical about the spectacles, and we'll cough up the surcharge for enhanced-format movies only if the imagery really warrants it. But Disney pushed 3D on potential "Looking Glass" ticketbuyers far beyond what the market would bear.

Of the 3,763 venues showing the movie, at least 3,100 were showing it in 3D. There are also 380 screens showing "Looking Glass" in IMAX, another 77 premium large format screens, and even 79 D-Box theaters that will jostle your seats in time with the events on the screen. If you didn't want to pay extra for any of that -- if you just wanted to see the movie in plain old 2D, on a normal-sized screen, on a seat that didn't move -- you had few options.

4. Those Angry Birds

Maybe Disney thought it would have the family-friendly field all to itself for a while, at least until its own Pixar release, "Finding Dory," opens in another three weeks. But after the stronger-than-expected debut of "The Angry Birds Movie" last weekend, "Alice" had some tough family competition.

Sony's cartoon fell 51 percent from last week's heights and still came in third with an estimated $18.7 million from Friday to Sunday.

Oh, by the way, kids also aren't tired of Disney's other two talking-critter movies, "The Jungle Book" and "Zootopia," both still in the Top 10. You'd think Disney would have spaced all these movies further out so as not to cannibalize itself. On the other hand, you'd also think Disney wouldn't wait six years to make an "Alice" sequel, long enough for the kids enchanted by the first movie to be in high school.

5. Those Bad Reviews

Critics weren't going to swallow from the "Drink Me" bottle again. They panned "Alice," giving it a 29 percent "Fresh" on Rotten Tomatoes and a 34 average at Metacritic. Not that kids read reviews, but their parents do. Actually, "Looking Glass" earned decent word-of-mouth from audiences, earning the same A- grade as "Apocalypse." But to generate word-of-mouth, you have to get them into the theater first.

6. Johnny Depp

Depp's not the box office draw he was six years ago. A string of flops, not to mention mannered performances in uninspired franchise movies ("Dark Shadows," "The Lone Ranger") has turned audiences off. Not that Disney would have replaced him as the Mad Hatter, but the studio had to have expected that he wouldn't add much to the film's box office appeal.

What Disney couldn't have known, however, was that, on the eve of the "Looking Glass" release, news would break that Amber Heard was filing to divorce Depp after just 15 months of marriage and was accusing him of being violent and abusive. Those are not the headlines you want when you're trying to launch a family film. How many moms and dads saw those reports and suddenly felt squeamish about putting money in his pocket or watching him play a harmless madcap on screen?

Don't feel too bad for Disney over "Alice's" stumble. The movie opened to an estimated $65.0 million overseas, where Depp remains a big star, and where viewers still like 3D. And Disney also crossed into $4 billion for the year so far -- with more than half the summer still to come.

Maybe foreign audiences can still save this movie, though they'll have to cough up about $540 million more just for "Looking Glass" to break even. Hey, it could happen. But on this side of the looking glass, the "Alice" sequel sure looks like a box office dud.