According to The Hollywood Reporter, it turned out to be the weekend of the holdover as last week's top three films shifted positions but easily held on to those slots once again. The frame's three new wide releases arrived uneventfully in the fourth through sixth spots, and altogether it marked the 15th consecutive down weekend as compared with last year.

DreamWorks' CG-animated Madagascar moved up a notch into first place with an estimated $28.7 million on its second weekend, down 39% from the first three days of the four-day Memorial Day holiday. The PG-rated family comedy, featuring the voices of Ben Stiller and Chris Rock, has generated an estimated $101 million in 10 days -- one day faster than Shrek and five days quicker than Shark Tale. Paramount's The Longest Yard made a strong play for the second position on its second possession, grossing an estimated $26.1 million, down 45% from its debut. The Adam Sandler starrer, which co-stars Rock, has picked up an estimated $95.8 million in 10 days.

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20th Century Fox's Star Wars: Episode III - Revenge of the Sith dropped into the third spot with an estimated $26 million, off 57% from a week earlier for the PG-13 sci-fi epic. The George Lucas film, starring Ewan McGregor and Hayden Christensen, blasted past the $300 million mark Saturday -- in a record 17 days -- one day faster than Shrek 2, grossing an estimated $308.8 million to date.

The weekend's best new opening was Universal's critically acclaimed Cinderella Man, from director Ron Howard and starring Russell Crowe. It was Crowe's third-biggest opening and Howard's fourth best. The PG-13 drama based on a true story and set in the world of boxing debuted in the fourth slot with a slightly disappointing estimate of $18.6 million from 2,812 theaters. But with a plethora of admiring reviews and strong exit polls, Imagine Entertainment's Cinderella Man could overcome -- like the character in the film -- the soft opening with positive word-of-mouth driving the boxoffice over the long haul.

In international news, Sin City had its way in Italy this weekend but failed to topple Star Wars: Episode III -- Revenge of the Sith in the U.K. and France in a battle for key European territories this weekend. According to estimates, Robert Rodriguez's stylized collaboration with comicmeister Frank Miller earned about $8.3 million on 1,420 screens in five countries for a solid start to its international run that is sure to please executives at Miramax. The noir adaptation of Miller's stories opened to an estimated $3.9 million in the U.K. on 450 screens.

Although second behind Sith, this is nonetheless Rodriguez's biggest result in Britain, almost triple that of Once Upon a Time in Mexico. Sin City took about $2.3 million from 500 screens in France, comparable to the performance of Quentin Tarantino's Kill Bill-Vol 2 but trailing Vol 1's $3.1 million. In Italy, Sin City kicked in at No. 1, earning about $1.8 million from 400 screens, a figure 10% bigger than Kill Bill-Vol 1 and 15% up on Vol 2Sith was again the No. 1 picture internationally during the weekend with $36.5 million on 9,200 screens, a boxoffice drop of 40%. This brings the international cume to about $308 million.