LOS ANGELES — The "Teenage Mutant Ninja Turtles" sequel "Out of the Shadows" dethroned "X-Men: Apocalypse" at the box office in its opening weekend, but its victory, like its characters, was half-shelled.

The $35.3 million that the "Turtles" brought in amounted to nearly half the earnings of the first film's opening weekend.

"X-Men: Apocalypse" fell to second place with $22.8 million, bringing its domestic total to $117 million in two weekends in theaters.

The romantic tearjerker "Me Before You" opened in third place with a stronger-than-expected $18.7 million for the film based on the best-selling book, while the music mockumentary "Popstar: Never Stop Never Stopping" managed an eighth-place debut with $4.7 million.

The top 20 movies at U.S. and Canadian theaters Friday through Sunday, followed by distribution studio, gross, number of theater locations, average receipts per location, total gross and number of weeks in release, as compiled Monday by comScore:

1. "Teenage Mutant Ninja Turtles: Out Of The Shadows," Paramount, $35,316,382, 4,071 locations, $8,675 average, $35,316,382, 1 week.

2. "X-Men: Apocalypse," 20th Century Fox, $22,825,484, 4,153 locations, $5,496 average, $116,998,716, 2 weeks.

3. "Me Before You," Warner Bros., $18,723,269, 2,704 locations, $6,924 average, $18,723,269, 1 week.

4. "Alice Through The Looking Glass," Disney, $11,314,635, 3,763 locations, $3,007 average, $51,396,232, 2 weeks.

5. "The Angry Birds Movie," Sony, $10,214,076, 3,484 locations, $2,932 average, $87,116,802, 3 weeks.

6. "Captain America: Civil War," Disney, $7,829,479, 3,084 locations, $2,539 average, $389,178,636, 5 weeks.

7. "Neighbors 2: Sorority Rising," Universal, $4,863,365, 2,417 locations, $2,012 average, $48,723,590, 3 weeks.

8. "Popstar: Never Stop Never Stopping," Universal, $4,698,715, 2,311 locations, $2,033 average, $4,698,715, 1 week.

9. "The Jungle Book," Disney, $4,445,272, 1,990 locations, $2,234 average, $347,667,933, 8 weeks.

10. "The Nice Guys," Warner Bros., $3,453,344, 1,888 locations, $1,829 average, $29,054,194, 3 weeks.

11. "Love & Friendship," Roadside Attractions, $2,146,666, 819 locations, $2,621 average, $7,029,040, 4 weeks.

12. "Money Monster," Sony, $1,865,537, 1,323 locations, $1,410 average, $38,304,947, 4 weeks.

13. "The Lobster," A24, $1,457,928, 560 locations, $2,603 average, $3,907,885, 4 weeks.

14. "A...Aa," BlueSky Cinemas, $1,208,694, 126 locations, $9,593 average, $1,704,305, 1 week.

15. "Zootopia," Disney, $753,723, 400 locations, $1,884 average, $337,183,405, 14 weeks.

16. "Housefull 3," Eros Entertainment, $683,620, 145 locations, $4,715 average, $683,620, 1 week.

17. "Batman V Superman: Dawn Of Justice," Warner Bros., $286,178, 270 locations, $1,060 average, $329,905,951, 11 week.

18. "The Man Who Knew Infinity," IFC Films, $276,638, 195 locations, $1,419 average, $2,932,377, 6 weeks.

19. "The Meddler," Sony Pictures Classics, $255,225, 232 locations, $1,100 average, $3,645,380, 7 weeks.

20. "The Wailing," Well Go USA, Inc., $218,520, 32 locations, $6,829 average, $296,812, 1 week.

-AP