Hollywood’s latest high-profile "three-quel," "Ocean’s Thirteen," failed to meet industry’s expectations but managed to secure the top spot at the box office with $37.1 million, according to studio estimates Sunday.

Despite having the worst debut of the two previous installments, "Ocean's Eleven" opened at $38.1 million in 2001, while "Ocean's Twelve" did $39.2 million in 2004, critics have been on "Ocean’s Thirteen"'s side, providing strong reviews.

Reuniting George Clooney, Brad Pitt, Matt Damon and Bernie Mac, "Ocean’s Thirteen" knocked off Jack Sparrow and "Pirates of the Caribbean: At World's End," to the No. 2 spot with  in its third week with $21.3 million in U.S. and Canadian receipts.

"With the competition and marketplace, we're really happy with what we did," says Chuck Viane, head of distribution for Disney, which released Pirates. "We'll take second place."

Placing third, Universal Pictures’ "Knocked Up" nabbed in its second week a total of $20 million, while the latest animated penguin flick, with good reviews, "Surf’s Up," from Sony Pictures Entertainment opened fourth with $18 million.

"Obviously, we'd like to see more kids continue to see this as they get out of school," says Rory Bruer of Sony Pictures. The film received an A- from tracking firm CinemaScore, "which should give us word of mouth that will keep it around for a while," Bruer says.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theaters, according to Media By Numbers LLC. Final figures will be released Monday.

1. "Ocean's Thirteen," $37.1 million.
2. "Pirates of the Caribbean: At World's End," $21.3 million.
3. "Knocked Up," $20 million.
4. "Surf's Up," $18 million.
5. "Shrek the Third," $15.75 million.
6. "Hostel: Part II," $8.75 million.
7. "Mr. Brooks," $5 million.
8. "Spider-Man 3," $4.4 million.
9. "Waitress," $1.65 million.
10. "Disturbia," $550,000.