After winning at the box office with $65.3 million over the three-day weekend and $80 million over the four-day holiday, 20th Century Fox's X-Men: Apocalypse wasn't expected to win two weeks in a row. Three newcomers hit theaters this summer weekend, with Paramount's Teenage Mutant Ninja Turtles: Out of the Shadows, Warner Bros.' Me Before You and Universal's Popstar: Never Stop Never Stopping arriving in wide release. As expected, Teenage Mutant Ninja Turtles: Out of the Shadows came out on top, but it was still much lower than projected, winning with an estimated $35.2 million.

Box Office Mojo reports that Teenage Mutant Ninja Turtles: Out of the Shadows had the widest debut this weekend, opening in 4,071 theaters, although that count still came in under the 4,153 theater roll-out of X-Men: Apocalypse, which dropped to second place with $22.3 million, a 66.1% drop from its debut. Me Before You took third place with $18.5 million, opening in 2,704 theaters, while Popstar flopped with an eighth place finish at $4.6 million, debuting in approximately 2,311 theaters. Popstar was the only new release that was a hit with critics, earning a 78% rating on Rotten Tomatoes, with Me Before You earning a 55% rating on Rotten Tomatoes and Teenage Mutant Ninja Turtles: Out of the Shadows earning a measly 37% rating. Teenage Mutant Ninja Turtles: Out of the Shadows' $35.2 million take represents about half of the opening weekend numbers of 2014's Teenage Mutant Ninja Turtles, which opened with $65.5 million two summers ago.

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After super villain Shredder escapes custody, he joins forces with mad scientist Baxter Stockman (Tyler Perry) and two dimwitted henchmen, Bebop and Rocksteady, to unleash a diabolical plan to take over the world. As the Turtles prepare to take on Shredder and his new crew, they find themselves facing an even greater evil with similar intentions: The notorious Krang. Original Teenage Mutant Ninja Turtles stars Alan Ritchson (Raphael), Noel Fisher (Michelangelo), Pete Ploszek (Leonardo) and Jeremy Howard (Donatello) all return to reprise their roles as the Turtles, along with Megan Fox (April O'Neill) and Will Arnett (Vern Fenwick). Tyler Perry has come aboard to play Baxter Stockman, alongside Stephen Amell as Casey Jones, Brian Tee as Shredder and Brittany Ishibashi as Karai. Laura Linney also joins the cast as a law enforcement officer.

Me Before You follows Louisa "Lou" Clark (Emilia Clarke), who lives in a quaint town in the English countryside. With no clear direction in her life, the quirky and creative 26-year-old goes from one job to the next in order to help her tight-knit family make ends meet. Her normally cheery outlook is put to the test, however, when she faces her newest career challenge. Taking a job at the local "castle," she becomes caregiver and companion to Will Traynor (Sam Claflin), a wealthy young banker who became wheelchair bound in an accident two years prior, and whose whole world changed dramatically in the blink of an eye. No longer the adventurous soul he once was, the now cynical Will has all but given up. That is until Lou determines to show him that life is worth living. Embarking together on a series of adventures, both Lou and Will get more than they bargained for, and find their lives-and hearts-changing in ways neither one could have imagined.

Alice Through the Looking Glass dropped to drop to fourth place with $10.6 million, with The Angry Birds Movie rounding out the top 5 with $9.7 million. Universal Pictures' Popstar: Never Stop Never Stopping is headlined by musical digital-shorts superstars Andy Samberg, Akiva Schaffer and Jorma Taccone, collectively known as The Lonely Island. The comedy goes behind the scenes as singer/rapper Conner4Real (Andy Samberg) faces a crisis of popularity after his sophomore album flops, leaving his fans, sycophants and rivals all wondering what to do when he's no longer the dopest star of all.

The latest comedy from blockbuster producer Judd Apatow (Trainwreck, Superbad) co-stars Sarah Silverman, Tim Meadows and Maya Rudolph and many of the biggest names in comedy and music in cameo performances. Co-directed by Akiva Schaffer and Jorma Taccone and written by The Lonely Island trio, Popstar is also produced by Rodney Rothman (producer of Get Him to the Greek, Forgetting Sarah Marshall; co-writer of 22 Jump Street), as well as Andy Samberg, Akiva Schaffer and Jorma Taccone.

The top 10 is rounded out by Captain America: Civil War ($7.5 million), Neighbors 2: Sorority Rising ($4.7 million), Popstar ($4.6 million), The Jungle Book ($4.2 million) and The Nice Guys ($3.5 million). Also opening this week in limited release is FilmRise's documentary The Witness, which earned $15,000 from just one theater. No box office data was given for Independent's sci-fi thriller Approaching The Unknown, United Entertainment Partners' drama The Final Master, Oscilloscope Pictures' drama The Fits, Abramorama's documentary Time to Choose. It isn't known quite yet if any of these limited release movies will expand in the weeks to come.

Looking ahead to next weekend, three new movies will debut in wide release, two of which are sequels. Universal will debut their long-awaited video game adaptation Warcraft, which will go up against Warner Bros.' horror sequel The Conjuring 2 and Lionsgate's Now You See Me 2. It will be interesting to see how TMNT 2 holds on. Be sure to check back on Tuesday for the latest round of predictions. Until then, check out the top 10 for the weekend of June 3.