MGM's PG-13-rated Uptown Girls giggled all the way to No. 5 in its premiere weekend with an ESTIMATED $11.2 million in 2,495 theaters ($4,489 per theater).

In this riches-to-rags tale, the daughter of a late rock-and-roll star gets a rude awakening when all her money is embezzled and she has to take a job as the nanny to a very uptight 8-year-old girl.

Directed by Boaz Yakin, it stars Brittany Murphy, Dakota Fanning, Donald Faison, Marley Shelton and Heather Locklear.

Buena Vista Pictures' PG-13-rated fantasy actioner Pirates of the Caribbean: The Curse of the Black Pearl collected more booty, slipping to sixth place in its sixth week of release with an ESTIMATED $8.5 million (-35%) at 2,710 theaters (-460 theaters; $3,137 per theater). Its cume is approximately $247.9 million.

Directed by Gore Verbinski and produced by Jerry Bruckheimer, it stars Johnny Depp, Geoffrey Rush, Orlando Bloom and Keira Knightley.

Universal Picture's R-rated comedy American Wedding plummeted four spots to seventh in its third week with an ESTIMATED $8.16 million (-47%) at 2,985 theaters (-210 theaters; $2,735 per theater). Its cume is $80.6 million.

Directed by Jesse Dylan, it stars Jason Biggs, Seann William Scott, Alyson Hannigan, Eddie Kaye Thomas and Thomas Ian Nicholas.

Universal Pictures' PG-13-rated drama Seabiscuit fell three notches to No. 8 in its fourth week, taking in an ESTIMATED $8.12 million (-32%) in 2,462 theaters (+34 theaters; $3,300 per theater). Its cume is approximately $83 million.

Directed by Gary Ross, it stars Tobey Maguire, Jeff Bridges and Chris Cooper as three down-and-out men who find fame and fortune in an equally down-and-out racehorse.

Dimension Films' PG-rated Spy Kids 3-D: Game Over dropped three spots to No. 9 in its fourth week with an ESTIMATED $5.2 million (-46%) in 3,003 theaters (-385 theaters; $1,745 per theater). Its cume is approximately $96.8 million.

Written and directed by Robert Rodriguez, it stars Alexa Vega, Daryl Sabara, Sylvester Stallone, Salma Hayek and Ricardo Montalban.

Sony Picture's R-rated buddy actioner Bad Boys II continued to move down the list to take 10th place in its fifth week with an ESTIMATED $3.2 million (-47%) at 1,785 theaters (-664 theaters; $1,793 per theater). Its cume is approximately $128.8 million.

Directed by Michael Bay, it stars Will Smith, Martin Lawrence, Jordi Molla, Gabrielle Union and Peter Stormare.

OTHER OPENINGS

Warner Bros.' PG-13-rated Grind opened with an ESTIMATED $2.6 million in 2,253 theaters ($1,161 per theater).

Four free-wheelin', skateboarding buddies head cross-country to try to get into a pro-skateboarding demo tour.

Directed by Casey La Scala, it stars Mike Vogel, Adam Brody, Vince Vieluf, Joey Kern and Jennifer Morrison.

Fine Line's R-rated American Splendor debuted in limited release with an ESTIMATED $156,000 in 6 theaters ($26,000 per theater).

In this true story, hospital administrative clerk Harvey Pekar goes from rags to (relative) riches with his homegrown autobiographical comic book series, American Splendor.

Directed by Robert Pulcini and Shari Springer Berman, it stars Paul Giamatti, Hope Davis and Harvey Pekar.

WEEKEND COMPARISON

The Top 12 films this weekend grossed an ESTIMATED $132 million, up 33.2 percent from last year's take of $99.1 million. The Top 12 films were also up 3.6 percent from last weekend when they grossed $127.4 million.

Last year's top three included: Sony's PG-13-rated actioner xXx, which stayed in first place its second week in a row with $22.1 million in 3,388 theaters ($6,526 per theater average); Buena Vista's PG-13 rated sci-fi thriller Signs, which held on to second place for two consecutive weeks with $19.3 million at 3,344 theaters ($5,790 per theater average); and Universal Pictures' PG-13-rated Blue Crush which opened in third with $14.1 million in 3,002 theaters ($4,720 per theater).