Could there be a more quintessentially 1980s movie than "Top Gun?"

All that lovingly-photographed military hardware, that synth-pop soundtrack featuring two Kenny Loggins tunes, and a grinning Tom Cruise at his cockiest. He felt the need for speed, and for 30 years (since the film's release on May 16, 1986), you've been watching Cruise's Maverick soar in his fighter jet and overcome his paternal-abandonment issues.

Still, as many times as you've re-watched "Top Gun," there's a lot you may not know about the this '80s classic. Here are the Navy pilot saga's secrets, declassified.
1. The film originated as "Top Guns," a 1983 article by Ehud Yonay in California Magazine. It profiled the Navy pilot training center at Miramar, in San Diego, and featured aerial photography by a Top Gun pilot. Co-screenwriter Jack Epps Jr. researched the script by attending Top Gun classes and getting flown around in an F-14.

2. Tom Cruise wasn't actually the first choice to play Maverick, but Matthew Modine turned down the role because he didn't agree with the film's militaristic politics. Instead, he went off to star as a Vietnam War Marine private in Stanley Kubrick's anti-war drama "Full Metal Jacket."

3. To obtain access to naval aircraft and personnel, the producers had to grant script approval to the Navy. The biggest change demanded by the service branch was to make Maverick's love interest a civilian, since the Navy officially frowns on fraternization within the ranks.
4. Kelly McGillis initially turned down the love-interest role, since the character was written as an aerobics instructor. Then the filmmakers met Christine "Legs" Fox, a civilian tactician at Miramar who earned her Top Gun nickname because of her 6'0" height. She became the inspiration for Charlie Blackwood, the instructor role that McGillis ultimately accepted. Fox would go on to become the highest ranking woman at the Pentagon before she retired in 2014.

5. Like Fox, McGillis was tall; her 5'10" height made her a tricky match for Tom Cruise, who was 5'7".

"I towered over him," the actress recalled in 2010, noting that she had to slouch and crouch throughout the shoot in order to fit in the frame with her leading man. "I had really bad posture through the whole movie." Indeed, test audiences initially found their romance unconvincing, and the filmmakers called them back for reshoots six months after principal photography had ended. McGillis had cut and dyed her hair darker for another role, which is why she wears a cap throughout the elevator love scene.

6. In real life, no one under 5'8" is eligible to become a Navy pilot. Nonetheless, Cruise spent months taking classes at Top Gun and even learned how to land a plane on an aircraft carrier.
7. The F-14 planes and other naval aircraft -- along with their fuel, their pilots, and support staff -- cost the production $7,800 per hour in rental fees. Even more expensive was the aircraft carrier. During one sequence, the carrier captain had to change course, altering the angle of light for the shot. Told it would cost $25,000 to turn the ship around, director Tony Scott dashed off a check for that amount and got the captain to reverse course in order to get five more minutes of light to finish the sequence.

8. Much of the dizzying aerial photography was shot from a plane flown by pilot Art Scholl. During one sequence, however, Scholl's plane failed to recover from a flat spin and crashed into the Pacific Ocean. Neither the aircraft nor Scholl's body was ever recovered. The film was dedicated to his memory.

9. "Top Gun" cost a reported $15 million to make and ultimately earned $180 million in North America, becoming the top-grossing movie of 1986. Its total global gross was $357 million.
10. "Top Gun" also became an early top-seller in the then-new videocassette market, as it was one of the first films priced to sell (at just $20), not just to rent.

11. The film was credited with a 500 percent boost in Naval recruitment; some theaters even had recruiting booths in the lobby. Bomber jackets and Ray-Ban Aviator sunglasses also credited the film with a 40 percent jump in sales.

12. Bryan Adams turned down a chance to have a song included on the "Top Gun" soundtrack because he disapproved of the film's militarism. Still, the resulting album became one of the most popular in movie soundtrack in history, selling seven million copies in the U.S. and another two million abroad. It made stars of the band Berlin, who performed the movie's love ballad, "Take My Breath Away."
13. Did all that male bonding, towel-snapping, and shirtless volleyball-playing make "Top Gun" a covertly homoerotic movie? Many critics (and comedians) have thought so. Most famously, Quentin Tarantino delivered a hilarious (and NSFW) monologue on the topic in the 1994 movie "Sleep With Me."

14. At the Academy Awards in 1987, "Top Gun" was nominated for four Oscars, including Best Editing, Best Sound, and Best Sound Effects Editing. It won for Best Original Song, for "Take My Breath Away."

15. A "Top Gun" sequel has been in the works for nearly a decade, though it was nearly derailed by director Tony Scott's suicide in 2012. The new film, which will reportedly focus on the transition from old-school aerial dogfight warfare to drone combat, has gone through several screenwriters. Cruise and Val Kilmer reportedly remain committed to return as Maverick and Iceman.

15 years ago, a movie starring George Clooney and Julia Roberts would have been automatic box office gold -- a guaranteed $35 million opening weekend. This weekend, however, the pair's "Money Monster" opened in third place, with an estimated $15.0 million, and even that was better than analysts predicted.

Because it came behind "Captain America: Civil War" (which held the top spot for the second week in a row) and Disney's "The Jungle Book," "Money Monster" will probably engender a lot of hand-wringing about how original movies and old-fashioned star power no longer attract audiences like they once did. Even though the film earned a modest $3 million more than expected.
There was similar discussion this time last year, when Clooney's "Tormorrowland" flopped, followed by the failure of Cameron Crowe's "Aloha," despite the presence of Bradley Cooper and Emma Stone. Many observers saw those failures as a death knell for both original screenplays and star power at the box office. What was overlooked was that neither of those movies turned out to be very good. Plus, they were followed almost immediately by original-screenplay hits that were either a testament to the stars who brought them to life (Dwayne Johnson in "San Andreas," Melissa McCarthy in "Spy") or to stellar execution ("Inside Out.")

But the truth is, the right star in the right role-- in the right movie -- can still sell tickets. Clooney's earlier 2016 movie, "Hail, Caesar!", featured him as a pampered-doofus 1950s Hollywood star, a role with limited appeal to most Clooney fans, which is why the movie topped out at $30.1 million. On the other hand, it's not that long since Clooney appeared in "Gravity," an enormous ($274 million) hit based on an original idea (and also a triumph of digital filmmaking and 3D spectacle). Of course, the star whose appeal really sold that movie was Sandra Bullock, but Clooney helped.

Other recent Clooney pictures, such as "The Monuments Men" and "The Descendants," aren't generally thought of as huge hits, but they did both gross about $80 million. "Tomorrowland," considered an even bigger flop because of its failure to recoup its massive budget, still earned $93 million in North America. None of these movies would have approached $100 million with a lesser star. "Money Monster" will definitely struggle to reach that height, but at least it will help that Clooney plays a familiar part in it, that of a smug professional who's brought low, then struggles toward redemption.
Roberts, too, is considered a waning star, but she has two films right now in the top five. "Mother's Day" opened modestly but held on well enough to add 150 more screens in its third weekend and managed a fifth-place take of $3.3 million. If anything, "Money Monster," which opened with nearly twice the sales that "Mother's Day" did, should do even better over the long run.

In any case, summer is generally a bad time to test star-drawing power at the box office, since it's the time when concept, brand, and spectacle define movies more than stars do.

This weekend, however, we'll see whether Russell Crowe and Ryan Gosling have enough combined star power to sell "The Nice Guys," a period buddy-sleuth action-comedy whose original concept is hard to summarize on a poster.

Next month, Andy Samberg stars in the pop-documentary spoof "Popstar: Never Stop Never Stopping" and Dwayne Johnson and Kevin Hart headline the action-comedy "Central Intelligence." In July, we'll see Matt Damon return to his tailor-made starring role in "Jason Bourne." That's a familiar franchise, but it wouldn't do as well without Damon (as "The Bourne Legacy" demonstrated).

Should these prove a hit with audiences, it's further proof that all you need is the right star, in the right role, in the right movie.

So much for the three-peat.

"Captain America: Civil War" could have come out on top for the third straight weekend. It could even have lost 45 percent of last weekend's business (when it earned $72.6 million) and still outdistanced this weekend's three new wide releases. Even after three weeks, you might still have expected the Marvel mega-movie to outdistance three seemingly-undistinguished newcomers: a period action comedy starring no-longer-a-box-office-draw Russell Crowe and never-really-a-box-office-draw Ryan Gosling; a Seth Rogen comedy sequel, and a cartoon based on an app that everyone thought was really cool six years ago.
Nonetheless, "The Angry Birds Movie" knocked down "Captain America," along with "The Nice Guys" (pictured) and "Neighbors 2: Sorority Rising," as easily as a short stack of pigs. The cartoon earned an estimated $39.0 million, about $1 million more than distributor Sony had predicted. "Civil War" had to settle for second, with an estimated $33.1 million (down 54 percent from a week ago), while "Neighbors 2" debuted in third with an estimated $21.8 million, and "The Nice Guys" premiered at No. 4 with an estimated $11.3 million.

"Angry Birds" now boasts the second-biggest debut ever for a video game-based movie, behind only 2001's "Lara Croft: Tomb Raider" ($47.7 million). How did the feather-tufted projectiles take down the mighty Marvel Cinematic Universe and two newer rivals? Here's what "Angry Birds" had going for it.1. The "Birds" Empire Is Bigger Than You Thought
Remember when the first "Angry Birds" game came out in 2009? You had to have the app on your phone in 2010. By 2011, maybe you'd moved on, but apparently, kids (and many grown-ups) all over the world still love game house Rovio's furious Finnish feathered friends. After all, the movie has already earned an estimated $112.0 million overseas. And every time users played an "Angry Birds" game in recent months, they were either getting an actual or in-kind ad for the movie.

2. Marketing Blowout
The film reportedly cost between $73 and $80 million to make, but Rovio has spent more than $100 million marketing it. Plus, Sony and Rovio got at least another $300 million in promotional support from some 100 merchandising partners worldwide, including McDonald's, Ziploc, Home Depot, Nestle, French car manufacturer Citroën, and Lego (which made six different "Angry Birds" construction sets available a few weeks ago).

That giant balloon of main character Red that you saw last Thanksgiving during the Macy's parade? Not a coincidence. This is the biggest campaign Sony has ever mounted for an animated feature.
3. Fans Liked the Execution
It earned a B+ grade at CinemaScore, indicating decent (if not great) word-of-mouth from ticketbuyers. Critics were less kind, giving it a 42 percent fresh rating at Rotten Tomatoes, but that's actually not so bad considering how poorly they rate most movies based on video games.

4. Adult appeal
Kids may not care, but grown-ups may have noticed that the voices come from performers they've liked in grown-up comic roles, including four "Saturday Night Live" stars (Jason Sudeikis, Maya Rudolph, Kate McKinnon, and Bill Hader), plus the usually R-rated comic actors Danny McBride, Hannibal Buress, and Keegan-Michael Key, and master thespian Sean Penn. The screenplay is by veteran "Simpsons" scribe Jon Vitti.

"Our movie operates on the sophistication of any sort of Judd Apatow comedy," co-director Fergal Reilly recently told Entertainment Weekly. Then there's the soundtrack, which, in addition to featuring contemporary stars like Blake Shelton and Charli XCX (who both have voice roles in the film), also features '80s hits by Rick Astley, Scorpions, and Tone Loc that few viewers under 35 will appreciate.
5. Timing
Sony smartly moved the film up from its initial July 1 release date. As a result, "Angry Birds" is the first major animated movie in wide release since "Zootopia" back in March and will remain the only one until Pixar's "Finding Dory" on June 17. So it has the family demographic locked up. Its competition wasn't really competing for the same viewers, with "Neighbors 2" going after young adults and "Nice Guys" after older adults. "Captain America," of course, went after all three groups, but apparently, it couldn't withstand three new movies dividing up its audience.

Don't cry for Cap, though. On Sunday, "Civil War" became the first 2016 release to earn more than $1 billion worldwide. And of course, it's going to lead into future "Avengers" movies with "Infinity War."
Meanwhile, Rovio spent so much marketing "The Angry Birds Movie" that it had to lay off 40 percent of its staff last summer. And despite the film's global take so far of $151 million, "Angry Birds" is going to have to gross about $360 million worldwide just to break even (since about half that take will go to the theater owners). It may reach that mark, and a sequel is probably inevitable, but if Rovio is really going to turn this weekend's chart-topping debut into a viable franchise, it's going to have to knock down an awfully tall pig pile.

Before 1996, "Mission: Impossible" was a long-since-cancelled TV spy series, beloved by Boomers but forgotten by anyone younger. Today, of course, it's a popular Tom Cruise movie franchise, known for its twisty plotting and jaw-dropping stunt sequences, whose five installments to date have grossed $935 million in North America and $2.8 billion worldwide.

The change came, of course, with the release of Cruise's first "Mission: Impossible" 20 years ago, on May 22, 1996. Since then, Brian De Palma's clever, convoluted blockbuster has been watched and copied plenty. And while some of the spy franchise's secrets have become widely known, there are still some that have remained classified -- until now.
1. "Mission: Impossible" marked Cruise's debut as a producer. In a deal that would become his then-customary contract, he took no money up front but negotiated a lucrative percentage of the theatrical and video gross profits, reportedly as high as 22 percent. Cruise reportedly pocketed an estimated $70 million for the first "Mission."

2. The most celebrated (and imitated) action set piece De Palma created for the film was the vault heist at CIA headquarters. That's really Cruise dangling from those cables and balancing himself inches from the floor. Initially, he kept banging his head on the floor, but he came up with an ingenious way to stay level: He put coins in his shoes as counterweights.
3. When Jim Phelps (Jon Voight) is reading his team's personal files on the plane, the one for Jack Harmon (Emilio Estevez) lists his alias as "Tony Baretta," the name of Robert Blake's bird-loving sleuth from 1970s detective show "Baretta."

4. In another in-joke, a shout out to "Top Gun," when Cruise's Ethan Hunt looks over the list of aliases on the NOC spy list, one of them is "Maverick."
5. The exploding fish tank stunt was reportedly Cruise's idea. De Palma tried to shoot it with a stunt double, but the results were unconvincing. So that's really Cruise you see as he flees from 16 tons of rushing water.

6. The film's final action set piece, the battle atop a moving bullet train, almost didn't happen because the train's owners didn't want to allow it, since it appeared too dangerous. Cruise charmed them over dinner, and they changed their minds.7. Even so, much of that sequence was filmed in front of a blue screen on the James Bond soundstage at Pinewood Studios. But the scene where the helicopter blast hurls Ethan onto the surface of the train (above) still involved flinging Cruise himself through the air.

The producers had to search throughout Europe to find the sole wind machine forceful enough for the stunt. Blowing at 140 miles per hour, it even made the skin on Cruise's face visibly ripple. "I ended up doing it three or four times and it hurt -- I was black and blue for days," the actor recalled. "But I wanted to make it real, to make it believable."

8. Apple ponied up $15 million for a promotional product placement deal, which included showing Ethan using a PowerBook 5300c in key scenes. Unfortunately for the company, it came aboard the production too late to have script approval, so it couldn't rewrite the scenes where Ving Rhames' master hacker demands and later uses a Windows laptop. What was worse, the PowerBook was subject of a recall around the time of the film's release, so consumers inspired by the film to buy one couldn't find one in stock for four months. Plus, Apple was smarting from a $740 million quarterly loss, the second-worst in the company's history at the time. As a PR move, the "M:I" tie-in was a compete backfire.
9. The opening sequence in Prague marked the first time a major Hollywood production had filmed in the Czech capital since the fall of communism. Unfortunately, Cruise and his fellow producers felt gouged by the local authorities when they rented the historic Lichetenstein Palace as an exterior location and were charged 10 times the fee they expected. City authorities claimed the lower-quoted price had never been an authorized offer.

Playwright-turned-president Vaclav Havel sided with the Americans, arguing that the officials, who were new to capitalism, didn't see the bigger picture, that they were risking the ultimately more profitable benefits of travel-brochure-worthy footage in a Hollywood blockbuster and a positive reputation among international filmmakers. Indeed, Team Cruise threatened to warn other Hollywood crews against working in Prague, though the actor did use the city again as a double for Moscow in "Mission: Impossible -- Ghost Protocol."

10. Thanks in part to Cruise's deferred fee and De Palma's limited use of CGI, the film cost just $80 to make, a relative bargain by today's standards. (Last year's "Rogue Nation" cost $150 million).
11. "Mission: Impossible" was the first film to open on more than 3,000 screens. (3,012, to be exact.) It earned $181 million in North America and $458 million worldwide.

12. Many fans of the original TV series bristled at the radical changes the movie made. After all, Jim Phelps was the only character from the old show who's also in the movie, and the film makes Voight's Phelps anything but a hero.

Peter Graves, who played the original Phelps, said he wished they'd just given Voight's character a new name. Greg Morris, who played tech whiz Barney Collier, left a screening of the movie partway through. Martin Landau, who played master of disguise Rollin Hand on the show, said of the big-screen version, "It was basically an action-adventure movie and not 'Mission.' ' Mission' was a mind game. The ideal mission was getting in and getting out without anyone ever knowing we were there. So the whole texture changed." He also said he and the other original stars had rejected an early screenplay that would have killed off most of the old team. "Why volunteer to essentially have our characters commit suicide?" Landau added that J.J. Abrams invited him to do a cameo in "Mission: Impossible III," but he said no.
13. One original element from the show that remained intact was Lalo Schifrin's iconic, pounding theme song, which De Palma used over the opening credits. But the film closed with a new version by U2 members Adam Clayton and Larry Mullen Jr. Their pop instrumental became a top 10 hit worldwide and was nominated at the 1997 Grammys, where it competed against Schifrin's own new recording of the song.

14. The movie doesn't offer much backstory on Ethan Hunt or any of his colleagues. But the "Mission: Impossible" Blu-ray includes dossiers on Ethan and his teammates, letting viewers know that Ethan speaks 15 languages (three fewer than his mentor, Jim Phelps) and that he first developed his talent for impersonating other people while playing alone as a child on the Hunt family farm.
15. "Mission: Impossible" establishes Ethan for the rest of the franchise as a spy who prefers deception and disguise to violence. In this film, though not in future installments, he never gets involved in a gunfight; in fact, he never even fires a weapon. And the body count for the entire film is just seven casualties.

When it was released 10 years ago (on May 26, 2006), "X-Men: The Last Stand" seemed like the end of an era -- the conclusion of the "X-Men" trilogy, the end of director Bryan Singer's involvement with the franchise, and the last time we'd see the original cast. Little did we know that it was only the beginning, that Singer, the X-Men, and even Patrick Stewart as Professor X would all be back with a vengeance.

While "X3" was a huge hit at the box office, it was divisive with fans -- it's the poster-child for why third installments of movie franchises are usually regarded as the worst entry. In honor of the infamous threequel's tenth anniversary, here are ten things you need to know about the summer blockbuster.
1. After directing the first two "X-Men" movies to critical and commercial success, Singer famously dropped out of the third movie to make "Superman Returns." He proved nearly impossible to replace.

Star Hugh Jackman (Wolverine) wanted to bring his "Fountain" director Darren Aronofsky aboard. Joss Whedon, who wrote the "Gifted" storyline in the comics that inspired the "X3" screenplay, turned down the job in order to develop "Wonder Woman" (a project that would take more than a decade to come to fruition, ultimately without Whedon's involvement). "Layer Cake" director Matthew Vaughn signed on, but two weeks before filming began, Vaughn quit, citing personal reasons. He eventually returned to the franchise as the director and co-writer of "X-Men: First Class." He also received story credit for "X-Men: Days of Future Past."

2. At the last minute, "Rush Hour" director Brett Ratner was hired, who, paradoxically, had earlier been Warner Bros.' choice for the "Superman" reboot project that ultimately went to Singer. Ratner knew he'd be the target of fanboy wrath but shrugged and said, "You can't make everybody happy."
3. One star who was thrilled Ratner was on board was Halle Berry (above), who'd threatened to quit the franchise if her character, Storm, wasn't given more to do. "I was begging, please, please. Not for more screen time, but if I was going to be in it for five minutes, then just let me have five good minutes, where Storm has a point of view or flies with the cape, not the plane." Ratner, she said, "felt the way I felt. He made rewrites happen and made things change."

4. Ratner also made a point of upgrading Storm's hairstyle. "I do like the hair," Berry said of her new Ratner-ordered 'do. "That's the first thing he said to me: 'The hair -- gotta go. I don't know how y'all did it before, but it's got to be better.'"
5. Like the other stars of the first two movies, Patrick Stewart wasn't contracted to do a third. But he signed on for "Last Stand" anyway, not knowing that his character, Charles Xavier, was going to be killed off.

6. An early draft of the screenplay included the villain Emma Frost, a role meant for Sigourney Weaver. The character finally made her franchise debut in "First Class," played by January Jones.
7. How much time passed between Jean Grey's death in "X2" and her resurrection in "X3?" Not even Famke Janssen, who played the out-of-control telepath, knew the answer. "A decent amount of time," she guessed. "Years, maybe."

8. Jackman said Ratner set the tone for a less cerebral, more goofy shoot. "Brett wants to have a good time, all the time," Jackman said. "It's a very fun set." In fact, he said, the silliness that emerged in the outtakes might prove embarrassing if they were ever released. "You will never see the gag reel," Jackman said. "It's one of the funniest gag reels I've ever seen. Kelsey [Grammer, who played Beast] figures prominently, as does Ian McKellen. There's some stuff in there that would pretty much ruin the franchise if it ever got out there."
9. One of the film's most noteworthy effects, considered groundbreaking at the time, was the digital facelift used to make Stewart's Professor X and Ian McKellen's Magneto look two decades younger in the flashback prologue.

The smoothing-out of lines and wrinkles, and darkening of gray hair and eyebrows, was done in consultation with an actual plastic surgeon, who made sure the resulting features didn't look too androgynous. Stewart said that, even with the digital trickery, playing younger was still an acting challenge. "We also needed, in the performance, to think about being 20 years younger, the way we sat, the way we moved," said Stewart, then 65. "I feel it now. Our bodies move differently. There's a fluidity which I don't have anymore, not to the same extent. So watching it made me smile a few times."

10. Costing $210 million, "The Last Stand" set a then-record as the most expensive movie ever made, though the record was broken a few weeks later with the release of the $225 million "Pirates of the Caribbean: Dead Man's Chest."

"X3's" debut scored $123 million, setting a Memorial Day weekend record, though another "Pirates" movie ("At World's End") would surpass it a year later with $140 million. Overall, "Last Stand" grossed $234 million in North America and a total of $459 million worldwide.

It was supposed to be a competitive race this weekend, with two blockbuster sequels grabbing large hauls of Memorial Day weekend dollars. But it wasn't even close. As the holiday revelry ends, "X-Men: Apocalypse" stands as a modest superhero hit, while "Alice Through the Looking Glass" has fallen down the rabbit hole.

"X-Men" always had the edge, as it was opening on 400 more screens than "Alice." As it turned out, it debuted near the low end of expectations, with an estimated $65.0 million through Sunday and a likely $80 million for the four-day weekend. That's not up to the franchise's usual standards, but it's not terrible.

And it's far better than "Alice," which mustered only an estimated $28.1 million through Sunday, with a projected four-day weekend of $35.6 million. For a movie that cost a reported $170 million to make, that's a catastrophe.

What happened? Was "Alice" a foreseeable disaster? In some ways, although it did hit one iceberg that no one could have seen looming. Here are the four things that did "Alice" in.

1. Fox's X-Men Franchise Owns Memorial Day Weekend
Ten years ago, "X-Men: The Last Stand" set a Memorial Day weekend debut record, grossing $103 million from Friday to Sunday. "X-Men: Days of Future Past" premiered with $91 million over the three-day holiday two years ago. The "Apocalypse" opening means that the Marvel mutants now have three of the ten best Memorial Day debuts ever.

If Disney was counting on "Alice" to be rescued by superhero fatigue (this is, after all, the fourth major superhero saga released in the past four months) or on its own still-strong "Captain America: Civil War" to siphon off Marvel fans, well, neither of those things happened. Not even weak reviews (48 percent fresh at Rotten Tomatoes, 52 at Metacritic) could hold back the X-Men -- indeed, they got solid word-of-mouth, as indicated by an A- grade at CinemaScore.

2. James Bobin Is No Tim Burton
No slight intended toward the "Muppets Most Wanted" director, but he's not the household name, box office draw, or artistic visionary that the director of the initial "Alice in Wonderland" is. No wonder Burton's name popped up in some of Disney's marketing materials for "Through the Looking Glass," as if the director's contribution to the 2010 smash had anything to do with the current film.

Still, many consumers got wise, recognized that Burton sat this one out, and decided to do the same.

3. Those 3D Surcharges
The first "Alice" came out shortly after "Avatar" primed us all to pony up extra for 3D glasses. Six years later, American audiences are a lot more skeptical about the spectacles, and we'll cough up the surcharge for enhanced-format movies only if the imagery really warrants it. But Disney pushed 3D on potential "Looking Glass" ticketbuyers far beyond what the market would bear.

Of the 3,763 venues showing the movie, at least 3,100 were showing it in 3D. There are also 380 screens showing "Looking Glass" in IMAX, another 77 premium large format screens, and even 79 D-Box theaters that will jostle your seats in time with the events on the screen. If you didn't want to pay extra for any of that -- if you just wanted to see the movie in plain old 2D, on a normal-sized screen, on a seat that didn't move -- you had few options.

4. Those Angry Birds
Maybe Disney thought it would have the family-friendly field all to itself for a while, at least until its own Pixar release, "Finding Dory," opens in another three weeks. But after the stronger-than-expected debut of "The Angry Birds Movie" last weekend, "Alice" had some tough family competition.

Sony's cartoon fell 51 percent from last week's heights and still came in third with an estimated $18.7 million from Friday to Sunday.

Oh, by the way, kids also aren't tired of Disney's other two talking-critter movies, "The Jungle Book" and "Zootopia," both still in the Top 10. You'd think Disney would have spaced all these movies further out so as not to cannibalize itself. On the other hand, you'd also think Disney wouldn't wait six years to make an "Alice" sequel, long enough for the kids enchanted by the first movie to be in high school.

5. Those Bad Reviews
Critics weren't going to swallow from the "Drink Me" bottle again. They panned "Alice," giving it a 29 percent "Fresh" on Rotten Tomatoes and a 34 average at Metacritic. Not that kids read reviews, but their parents do. Actually, "Looking Glass" earned decent word-of-mouth from audiences, earning the same A- grade as "Apocalypse." But to generate word-of-mouth, you have to get them into the theater first.

6. Johnny Depp
Depp's not the box office draw he was six years ago. A string of flops, not to mention mannered performances in uninspired franchise movies ("Dark Shadows," "The Lone Ranger") has turned audiences off. Not that Disney would have replaced him as the Mad Hatter, but the studio had to have expected that he wouldn't add much to the film's box office appeal.

What Disney couldn't have known, however, was that, on the eve of the "Looking Glass" release, news would break that Amber Heard was filing to divorce Depp after just 15 months of marriage and was accusing him of being violent and abusive. Those are not the headlines you want when you're trying to launch a family film. How many moms and dads saw those reports and suddenly felt squeamish about putting money in his pocket or watching him play a harmless madcap on screen?
Don't feel too bad for Disney over "Alice's" stumble. The movie opened to an estimated $65.0 million overseas, where Depp remains a big star, and where viewers still like 3D. And Disney also crossed into $4 billion for the year so far -- with more than half the summer still to come.

Maybe foreign audiences can still save this movie, though they'll have to cough up about $540 million more just for "Looking Glass" to break even. Hey, it could happen. But on this side of the looking glass, the "Alice" sequel sure looks like a box office dud.

It's fitting that Clint Eastwood and John Wayne both have the same birthday week. (Wayne, who died in 1979, was born May 26, 1907, while Eastwood turns 85 on May 31). After all, these two all-American actors' careers span the history of that most American of movie genres, the western.

Both iconic actors were top box office draws for decades, both seldom stretched from their familiar personas, and both played macho, conservative cowboy heroes who let their firearms do most of the talking. Each represented one of two very different strains of western, the traditional and the revisionist.

As a birthday present to Hollywood's biggest heroes of the Wild West, here are the top 57 westerns you need to see.

57. 'Meek's Cutoff' (2010)
Indie filmmaker Kelly Reichardt and her frequent leading lady, Michelle Williams, are the talents behind this sparse, docudrama about an 1845 wagon train whose Oregon Trail journey goes horribly awry. It's an intense story of survival that happens to note the marginalized role of women in the patriarchal Old West. Worth seeking out.

56. 'El Topo' (1970)
Alejandro Jodorowsky's surreal, psychedelic tale virtually invented both the acid western and the midnight-movie cult hit. The director himself plays the messianic title character, a mystical gunslinger who seems to anticipate the characters Clint Eastwood will play in "High Plains Drifter" and "Pale Rider." Imagine a Sergio Leone spaghetti western with the circus atmosphere of a Fellini movie, the surrealism of a Bunuel or David Lynch picture, and the transgressive outrage of an early John Waters movie, and you'll have an idea of what Jodorowsky accomplished here.

55. 'The Great Train Robbery' (1903)
Edwin S. Porter's pioneering film is one of the very first westerns. It ends with the famous, influential, still-shocking shot of a gunman aiming his pistol right at the viewer and opening fire.

54. 'Way Out West' (1937)
In one of the earliest western spoofs, Laurel and Hardy are tasked with delivering a mine deed to an heiress, a task they screw up epically and hilariously.

53. 'The Professionals' (1966)
Lee Marvin and Burt Lancaster star in this twisty, noir-like tale of four mercenaries hired to rescue a rancher's kidnapped wife, only to find more than they bargained for once they find her. It's the "Out of the Past" of westerns.

52. 'One-Eyed Jacks' (1961)
The only movie Marlon Brando ever directed is a gritty, Freudian, dreamlike gloss on the Pat Garrett/Billy the Kid legend. Brando stars as a young outlaw, whose much older partner (frequent Brando co-star Karl Malden) has abandoned and betrayed him and gone straight. Brando the storyteller plays up the Oedipal tensions as the two men head toward the inevitable showdown.

51. 'Silverado' (1985)
The western had been essentially dormant as a genre for a decade when Lawrence Kasdan tried to revive it with this deliberate throwback to the classics. A disparate quartet of cowboys, including Kevin Kline and an unusually animated Kevin Costner unite against a corrupt sheriff (Brian Dennehy). Any western that can find room to cast John Cleese, Linda Hunt, and Jeff Goldblum is, by definition, going to be pretty fascinating.

50. 'Johnny Guitar' (1954)
Sterling Hayden plays the title troubadour, but Nicholas Ray's unique, lurid western is all about the women. Joan Crawford is the saloon-keeper with a past, and Mercedes McCambridge is the bitter local who bears a murderous grudge against her.

49. 'El Mariachi (1992)'
Robert Rodriguez' debut film, famously made for just $6,000, is a brilliantly staged spaghetti-western homage about an aspiring troubadour (Carlos Gallardo) in a picturesque village who gets mixed up in a bloody crime war and becomes a lethal gunslinger instead . Rodriguez had a bigger budget and bigger stars (Antonio Banderas, Salma Hayek) in the two sequels ("Desperado" and "Once Upon a Time in Mexico"), but this one is still the most fun.

48. 'The Big Country' (1958)
Gregory Peck stars in this sweeping saga as a tenderfoot from Maryland who becomes embroiled in a feud between two powerful ranching families. Charlton Heston co-stars as a rowdy ranch hand and romantic rival (they both love Carroll Baker), and it's a treat to watch these two masters of the clenched-jaw school of Hollywood movie acting confront each other.

47. 'Jeremiah Johnson' (1972)
Sydney Pollack's based-in-fact drama stars Robert Redford as a fur trapper in the Rockies. Like Pollack and Redford's later "Out of Africa," it's the story of an immigrant who's a bit out of his depth dealing with the difficulties of the local terrain, the climate, and an uneasy coexistence with the natives. The scenery is stunning; it's no wonder Redford fell in love with Utah.

46. 'The Gunfighter' (1950)
Gregory Peck is Jimmy Ringo, a fast-draw artist who tries to settle down and enjoy a peaceful life. But he can't escape his reputation and is sought out by enemies and young gunslingers trying to make a name for themselves by challenging him. One of the finer examples of this familiar plot.

45. 'The Long Riders' (1980)
The gimmick in Walter Hill's account of the James-Younger gang is that all the characters who were brothers are played by real-life brothers. (Theres the Carradines, the Quaids, the Keaches, and the Guests.) The gimmick works surprisingly well; it makes the history among these outlaws seem a lot more personal.

44. 'The Shootist' (1976)
John Wayne gets a fitting sendoff in his last movie. Playing an old gunslinger dying of cancer, and feeling out of place in the 20th century (it's 1901), he tries to live out his last days in peace and even courts a pretty widow (Lauren Bacall) whose teenage son (Ron Howard) idolizes the old man. But, of course, his past catches up to him -- giving Wayne a chance to go out in a blaze of glory.

43. 'Little Big Man' (1970)
Arthur Penn's movie is the revisionist western to end all revisionist westerns. Dustin Hoffman plays Jack Crabb, a 121-year-old white man who recalls a youth spent living among the Sioux and becoming the only white man to survive Custer's Last Stand. You can read it as an anti-Vietnam War allegory, or just as a colorful story that upends everything you thought you knew about the Old West.

42. 'Pat Garrett and Billy the Kid' (1973)
Sam Peckinpah's take on the notorious outlaw's pursuit by his former friend was a countercultural allegory back then. Today, it's just a poetic and terribly sad western with top performances by James Coburn (as Garrett), Kris Kristofferson (as Billy), and Slim Pickens as an aging gunfighter. His death scene -- wordless, drawn out, and scored to Bob Dylan's "Knockin' on Heaven's Door" -- is one of the most haunting and tragic in any western. (Dylan also made his acting debut in the film.)

41. 'Dead Man' (1995)
Jim Jarmusch's unique western is a surreal nightmare. Johnny Depp plays a meek city slicker who receives a fatal bullet wound when mistaken for a gunslinger. Accompanied by a grumbling Indian named Nobody (Gary Farmer), the slowly dying man travels further west, on a quest for spiritual release, through increasingly violent country, until he becomes the bloody desperado everyone thinks he is. Shot in deliberately grainy black-and-white, with a jangly score by Neil Young, it's a black-comic journey into the heart of darkness.

40. 'Rango' (2011)
Johnny Depp stars in this clever animated western spoof. He plays a chameleon who stumbles into a dry desert town populated by anthropomorphic critters, and he's enlisted to drive off some predatory outlaws. With explicit nods to "High Noon," "Chinatown," and Clint Eastwood's spaghetti westerns, "Rango" is a film full of sly references that kids won't get but adults will appreciate.

39. 'Dances With Wolves' (1990)
Kevin Costner won Best Picture and Best Director for his revisionist epic, in which he plays an army lieutenant who comes to respect a tribe of plains Indians so much that he goes native and tries to protect them from his former comrades. It's a sad, sweeping story -- but not without its thrills, like the stirring buffalo hunt sequence.

38. 'Seven Men From Now' (1956)
Director Budd Boetticher made a series of gritty, dark westerns with star Randolph Scott that, like Anthony Mann's work with James Stewart, belies the convention that 1950s westerns were simple black-hat-white-hat morality plays. Here, Scott is a lawman who leaves a bloody trail of revenge on his search for the robbers who killed his wife.

37. 'Winchester '73' (1950)
Anthony Mann made several westerns in the 1950s that revealed a darker, more violent side of James Stewart that must have shocked fans of his aw-shucks persona. This first collaboration is the best. Stewart plays a man bent on avenging his father's death, who tracks a stolen rifle through several owners on his way to finding the killer.

36. 'The Ox-Bow Incident' (1943)
Henry Fonda stars in this stark, compact (just 75 minutes) morality tale about mob justice, playing a cowboy who stumbles onto a lynch mob bent on killing three men who may not actually be guilty. Nominated for a Best Picture Oscar, the film was an inspiration for Fonda's later classic, the jury room drama "12 Angry Men."

35. 'Lone Star' (1996)
In John Sayles' modern-day western, Chris Cooper is a Texas border-town sheriff laboring under the shadow of his late, legendary lawman father (played in flashback by Matthew McConaughey). Probing a 40-year-old murder mystery that involved his father, while also rekindling a romance with an old sweetheart (Elizabeth Pena), he finds out more than he wanted to know about the truth behind his father's legend. The film is a sprawling allegory about life on the border, the way old myths continue to shape our lives, and the uneasy coexistence of many different peoples in the new West.

34. 'Lonely Are the Brave' (1962)
Kirk Douglas' favorites among his own movies. He's a modern-day cowboy and drifter, one who's not at home with the rules, technology, or enclosed spaces of the 20th century. He tries to bust a pal out of jail, but when the friend won't leave, he breaks out himself on a doomed, existential quest for a kind of freedom that's no longer possible in the New West.

33. 'Open Range' (2003)
Best known for its sweeping anamorphic vistas and very grounded approach to shootouts, Kevin Costner both directs and stars in this underrated Western about two cattleman (Costner and Robert Duvall) who find both trouble and purpose when they cross paths with a ruthless land baron (a sinister Michael Gambon). The tense, climatic gunfight -- depicting cowboys as real people who miss and sometimes fumble with their guns -- is a high point, as are Costner's understated direction and performance.

32. 'High Plains Drifter' (1973)
Clint Eastwood's darkest role finds him playing another man with no name (or maybe the same one as before) who offers his protection services to a town awaiting an outlaw onslaught. But his security comes at a price that's more than the town bargained for. Is he an angel, a demon, or just a man with a vindictive sense of humor? Funny, nasty, and bleak.

31. 'The Outlaw Josey Wales' (1976)
One of Clint Eastwood's favorites among hiss own films is this saga of a farmer and Confederate soldier on a long odyssey of revenge against the Union fighters who killed his family, a quest that continues well after the Civil War has already ended. It's a film whose stature has only grown with time.

30. 'Brokeback Mountain' (2005)
Western notions of masculinity are re-examined in Ang Lee's stately tearjerker about a ranch hand (Heath Ledger) and a rodeo rider (Jake Gyllenhaal) who fall in love. Lee's elegant direction and Ledger's laconic performance all but dare viewers to find a reason to consider these two cowboys less than manly just because of who they love.

29. 'Tombstone' (1993)
This isn't the most accurate account of the O.K. Corral gunfight, but it's the most sheerly entertaining, thanks largely to smart casting. Michael Biehn and Powers Boothe are fine villains, Kurt Russell makes a surprisingly good Wyatt Earp, Sam Elliott should be in every western, and Val Kilmer gives the performance of his career as Doc Holliday, a rogue who can get away with anything because he has nothing left to lose. Kudos to whoever groomed the luxuriant mustaches; they're some of the best facial hair in any movie ever.

28. 'Django Unchained' (2012)
Quentin Tarantino's inevitable spaghetti-western homage turned out to be an epic, brutal tale of two bounty hunters (Jamie Foxx and Oscar-winner Christoph Waltz) who target the horrifically cruel plantation owner (Leonardo DiCaprio) who once enslaved Foxx's Django and still has Django's wife (Kerry Washington). Tarantino meant the tale as a corrective to "Birth of a Nation" and a century of cinema that failed to depict American slavery as the absolute horror it was. But since it's Tarantino, it's also a headlong rush of violent adventure.

27. 'True Grit' (2010)
With all due respect to the 1969 original that won John Wayne his only Oscar, the recent Coen brothers remake starring Jeff Bridges as grizzled, one-eyed bounty hunter Rooster Cogburn is the richer film. (It's also more faithful to Charles Portis' novel.) By rights, Bridges should own the movie, but he shares it with Matt Damon's peevish young Texas ranger and all but gives it away to Hailee Steinfeld, as the revenge-driven teen who hires Cogburn to track her father's killer. Even though her longing for vengeance costs her a lifetime of pain, she demonstrates as much true grit as anyone in the movie.

26. 'Destry Rides Again' (1939)
George Marshall's western is almost ridiculously entertaining. James Stewart, in a sly performance, plays a lawman who's reluctant to use his gun, even though he's an expert sharpshooter. Marlene Dietrich (in the performance that Madeline Kahn spoofs in "Blazing Saddles") is the saloon singer who catches his eye. Comedy, music, and all the action you could want.

25. 'My Darling Clementine' (1946)
John Ford's climactic staging of the shootout at the O.K. corral is reportedly very accurate. The movie that precedes that moment is mostly hogwash, but it's well-made hogwash, with Henry Fonda playing Wyatt Earp as the reluctant gunfighter forced to strap on his holster once again, and a shockingly frail Victor Mature as a dying Doc Holliday.

24. 'Fort Apache' (1948)
The first film in John Ford's cavalry trilogy features John Wayne and Henry Fonda clashing as commanders of a garrison under siege. Like the two movies that followed ("She Wore a Yellow Ribbon" and "Rio Grande"), its a fascinating study in styles of leadership and management, as well as a crackling adventure.

23. '3:10 to Yuma' (2007)
James Mangold's remake of the old Glenn Ford-Van Heflin western is actually better than the original. Christian Bale plays the Heflin role of a desperate farmer who agrees to take on the lucrative but hazardous job of escorting a captured criminal (Russell Crowe, in the Ford part) to the train that will take him to prison, with both men aware that the outlaw's gang will stop at nothing to free him. Bale, Crowe, and Mangold turn this simple obstacle course into something epic.

22. 'Ride the High Country' (1962)
Sam Peckinpah's first masterpiece, and Randolph Scott's swan song, is this elegiac western about two aging gunslingers (Scott and Joel McCrea) who have a falling out over the opportunity for one last big score. Like many later revisionist westerns, including several of Peckinpah's own films, this one bears the sense of loss of an old order defined by rules, giving way to a new cruelty where anything goes.

21. 'The Assassination of Jesse James by the Coward Robert Ford' (2007)
This unjustly overlooked recent western takes a modern look at the Jesse James legend. Brad Pitt plays the outlaw as a man painfully self-conscious about his own fame. Casey Affleck plays Ford as a frustrated celebrity stalker, one who turns against his idol when his idol worship goes unrequited.

20. 'No Country for Old Men' (2007)
It takes place in the recent past, but the Coen brothers' Best Picture-winning adaptation of Cormac McCarthy's novel qualifies as a modern-day western. Josh Brolin is the Texan who stumbles onto a fortune, Javier Bardem (who also won an Oscar) is the implacable desperado who tracks him down, and Tommy Lee Jones is the lawman overwhelmed by evil he can't comprehend. Like many westerns, this one laments the passing of the old ways, to be replaced by a new, even more ruthless kind of savagery.

19. 'McCabe and Mrs. Miller' (1971)
Gambler Warren Beatty teams up with madam Julie Christie to open a brothel in a remote frontier town, and all goes well until the big businessmen move in on them. Robert Altman's countercultural parable, complete with a mournful Leonard Cohen soundtrack, doesn't look like any other western, thanks to the snowbound visuals, gorgeously photographed by Vilmos Zsigmond.

18. 'Blazing Saddles' (1974)
Mel Brooks' spoof remains the best western comedy of all time. For all the movie's daring humor (the bean scene!) and racial commentary (Richard Pryor co-wrote the script), it also works as a classic western, one that borrows plot elements from "Rio Bravo" and "Destry Rides Again," with shout-outs to "High Noon," "The Treasure of the Sierra Madre," and Randolph Scott.

17. 'She Wore a Yellow Ribbon' (1949)
John Ford's second movie in his Cavalry trilogy (and the only one of the three that's in glorious Technicolor) stars John Wayne as a retiring commander who takes on one last mission, escorting two women to safety while trying to forestall an Indian uprising. Of course, nothing is ever that easy. Ford turns the story into an unforgettable drama of loyalty and regret.

16. 'Lonesome Dove' (1988)
Yes, it was a TV mini-series, not a theatrical film, but it was so good that it deserves a place on this list. Larry McMurtry's tale of two Texas Rangers (Robert Duvall and Tommy Lee Jones) leading a 2,500-mile cattle drive is a classic tale of friendship, adventure, and loss. Anjelica Huston, Diane Lane, and Danny Glover round out an all-star cast.

15. 'Butch Cassidy and the Sundance Kid' (1969)
Like Sam Peckinpah's "The Wild Bunch" the same year, it's easy to see this film about outlaws who draw the wrath of the government in two different countries as a parable of the counterculture vs. the establishment But mostly, it's a fun buddy movie (and an influential one, the first of its kind), one that coasts largely on the immense charm and charisma of the Paul Newman-Robert Redford pairing.

14. 'The Man Who Shot Liberty Valance' (1962)
One of John Ford's final westerns takes a look at the mythmaking he and other western storytellers had been practicing all these years. James Stewart is the city-slicker senator who made his reputation with the killing of the title outlaw (a scary Lee Marvin), and John Wayne is a typical Wayne man of action, one whose ease with violence helps create a civilized society that has no place for a man like himself.

13. 'The Treasure of the Sierra Madre' (1948)
It takes place in Mexico, but it feels like a western -- there's gold prospecting, bandits, murder, and greed. Humphrey Bogart's never been more hard-boiled. John Huston directed his father Walter to a Supporting Actor Oscar as the old prospector who should have known better.

12. 'Red River' (1948)
John Wayne offers a shockingly intense portrayal of obsession as a cowboy leading a lengthy cattle drive through dangerous territory. In his starmaking role, Montgomery Clift is his adopted son, who rebels against Wayne's martinet ways. It's another Howard Hawks movie that explores different varieties of masculinity, and one of the best.

11. 'High Noon' (1952)
Gary Cooper won an Oscar as the marshal who tries and fails to recruit locals to help him defend the town against outlaws who are due to arrive on the midday train. Fred Zinnemann's meticulous direction allows the film to unfold in real time. But the real trick in the script by Carl Foreman, himself a victim of the Hollywood blacklist, is that it can be read as either an anti-communist allegory or an anti McCarthyist allegory. Seen today, stripped of its politics, it's just a terrifically suspenseful thriller and a statement against the dangers of conformity.

10. 'The Magnificent Seven' (1960)
John Sturges' wildly successful transposition of Akira Kurosawa's "Seven Samurai" to a western setting stars Yul Brynner, Steve McQueen, and Charles Bronson as mercenaries who agree to defend a Mexican town from a bandit (Eli Wallach) and his gang. The film made McQueen a movie star and embedded Elmer Bernstein's rousing theme music in everyone's DNA; even if you haven't seen the film, you know the melody.

9. 'Shane' (1953)
George Stevens' majestic western looks like a cliche today, but only because it launched so many of them. It's the archetypal movie about a retired gunslinger (Alan Ladd) who wants nothing more than to be a farmhand for homesteader Van Heflin, his wife (Jean Arthur), and their impressionable boy (Brandon de Wilde). But Shane is forced back into action to defend his adopted family against evil (in the form of hired gun Jack Palance). There's a lot going on here, most of it unspoken, from the history of range wars between farmers and ranchers, to Shane's unintentional displacement of Heflin in the affections of the wife and the son. It's also a gorgeously shot film, with Oscar-winning cinematography. By the time the film's over, you'll be echoing de Wilde's admiring child, begging Shane to come back.

8. 'Once Upon a Time in the West' (1968)
After his "Dollars" trilogy, Sergio Leone brought his spaghetti-western sensibility to Hollywood, with striking results. In this epic about a beautiful widow (Claudia Cardinale) trying to hold out against ruthless railroad barons, Henry Fonda plays against type as a cold-blooded killer, while Charles Bronson has a starmaking performance as a mysterious, harmonica-playing hero.

7. 'Rio Bravo' (1959)
Howard Hawks and John Wayne felt that "High Noon" merited a response, a story where at least some townsfolk are brave enough come to the marshal's aid when outlaws threaten the town. But Wayne's allies here are few and unlikely -- a drunk (Dean Martin), a frail oldtimer (Walter Brennan), and a cocky kid (Ricky Nelson). As in any Hawks movie, the emphasis is as much on male bonding as it is on adventure. Dino even gets to croon a couple tunes. Still, this is as satisfying as any western ever made.

6. 'The Wild Bunch' (1969)
Sam Peckinpah's most notorious and influential revisionist western is this one, about a group of tough-guy aging outlaws (including William Holden, Ernest Borgnine, Warren Oates, and Ben Johnson), feeling out of place in the newly-civilized West, who head to Mexico for one last adventure. The movie's final bloodbath, choreographed like a ballet as bullets tear bodies apart in slow motion and send blood flying, is Peckinpah's signature moment as a director, his grand statement on change in the old West, and a sequence that has been the template for the presentation of movie violence for nearly half a century now.

5. 'A Fistful of Dollars' (1964)
Here's the movie that changed westerns forever. It popularized the spaghetti western (so-called because it was directed by an Italian and shot in Europe, giving it an otherworldly, surreal quality that homegrown westerns lacked), demonstrated a cynicism about frontier morality that was new to the genre, and made a movie star out of TV cowpoke Clint Eastwood. The plot, in which Eastwood's gunslinger exploits the blood feud between two powerful families for his own ends, comes from Akira Kurosawa's "Yojimbo." In his first film as the iconic, poncho-clad, cigarillo-smoking Man With No Name, Eastwood has already perfected the squint and the soft-spoken delivery that will carry him through the rest of his long and celebrated career.

4. 'The Good, the Bad and the Ugly' (1966)
In the final movie of Sergio Leone's "Dollars" trilogy, the title refers to the characters played by Clint Eastwood, Lee Van Cleef, and Eli Wallach, respectively. But nobody in the film is all that good; Eastwood's Man With No Name may be a little more honorable than the others, but that's all. The three men compete over a stash of gold, leading to the epic three-way standoff at the film's climax. Ennio Morricone adds to the agonizingly ominous atmosphere with the most iconic instrumental score in western movie history.

3. 'Unforgiven' (1992)
Clint Eastwood's Best Picture winner is also his farewell to the genre that made him famous. It's an unflinching look at the true costs of the violence usually valorized in westerns -- and indeed, throughout American culture. Eastwood plays a reformed outlaw, failing at supporting his family through honest work. He straps on guns again to chase a bounty on a couple of cowboys who disfigured a prostitute.

Lending the whole enterprise some gravitas is a cast of fellow old-timers -- Morgan Freeman as Eastwood's old partner in crime, Richard Harris as an arrogant English-born gunslinger, and an Oscar-winning Gene Hackman as a town sheriff who doesn't mind resorting to violence to keep the peace. No one comes out of this situation unscathed; the violence leaves everyone either dead or damned. Even the viewer is implicated; you'll get the cathartic, climactic bloodshed you crave -- but you'll feel squeamish for wanting it and enjoying it.

2. 'Stagecoach' (1939)
Here's the movie that made John Wayne a star and John Ford the king of all western directors. Wayne's a young gunslinger eager to prove himself, and one of several passengers from diverse walks of life on a stagecoach traveling through hostile Apache territory. Ford makes his first great use here of the majestic scenery of his beloved Monument Valley, and stuntman Yakima Canutt stages some of the most hair-raising stunt work and chase shots in film history.

1. 'The Searchers' (1956)
Anyone who thinks John Wayne played the same, simple, white-hatted hero in every film needs to see this movie that demonstrates not just his range as an actor but also how willing he was to make himself unlikable. As a man who spends years on an obsessive quest to find a niece (Natalie Wood) kidnapped by Comanches, he's an unredeemable racist, one who seems as apt to kill the girl for going native as to bring her safely home.

Besides being an indisputably great movie, it's also an incalculably influential one, a film that hints at the revisionist westerns to come and that served as a one-movie film school for directors like Coppola, Scorsese, and Spielberg. The final shot alone, with Wayne framed in the doorway of a home he feels banished from, has been stolen countless times by Ford's admirers.

Welcome to the first really bad weekend of the summer. Even though this weekend saw three new wide-releases, it's still the lowest-grossing weekend of Summer 2016 so far.

The new "Teenage Mutant Ninja Turtles: Out of the Shadows," debuted at No. 1 with an estimated $35.3 million, but that's just over half of the $65.6 million debut that the previous "Teenage Mutant Ninja Turtles" enjoyed two summers ago. Romance "Me Before You" did half as well as "Out of the Shadows," opening in third place with an estimated $18.3 million -- besting Warner Bros.' expectations. And Andy Samberg's boy-band mockumentary, "Popstar: Never Stop Never Stopping," underperformed with an estimated $4.6 million -- landing in eighth place. Woof.

Meanwhile, the modest sales of "Out of the Shadows" were enough to displace last week's winner, "X-Men: Apocalypse," which fell 66 percent in its second weekend to No. 2 with an estimated $22.3 million. Last week's big box office disappointment, "Alice Through the Looking Glass," also fell more than 60 percent, landing in fourth place with an estimated $10.7 million.

C'mon, Hollywood, this is supposed to be the most lucrative season of the year, full of record-setting debuts of superhero sagas and family-friendly cartoons. What happened? What lessons can studio programmers learn from this weekend's lackluster box office? Well, here are seven of them.

1. Sequel-itis
Remember, "TMNT" started out in the 1980s as a comic book parodying the "X-Men" franchise. It must be galling both to the publishers at Marvel and to the executives at Fox that their teenage mutants are playing second fiddle this weekend to the jokey, pizza-chomping, sewer-dwelling versions of their carefully cultivated intellectual property. Give credit, at least, to Paramount for recognizing that "X-Men: Apocalypse" was puny enough to be dethroned after just one week by a more kid-friendly team of comic-book heroes.

2. In the Summer, Reviews Don't Matter...
Audiences know what they want from their summer escapism, critics be damned. "Popstar" had the best reviews among the new films, with a 78 percent "Fresh" on Rotten Tomatoes. "TMNT" had the weakest, just 37 percent. But the young male audience that "Popstar" targeted doesn't care about reviews, and neither do the kids that "TMNT" sought. People were already predisposed to see (or avoid) both movies, and reviews weren't going to sway them.

Same with "Me Before You," which had middling reviews (55 percent fresh) from critics who complained about the movie's heartstring-yanking manipulativeness. Of course, that's precisely the romantic movie's biggest selling point. Feature, not bug.

3. ...And Neither Does Star Power
Of course, the. stars of "TMNT" are all computer-generated, but the filmmakers have chosen to surround them with actors familiar from roles in grown-ups-only movies, like Laura Linney and Tyler Perry, for no apparent reason other than to make adults who've been dragged to the movie by their kids recognize them on screen and think, "Wha...?" (Surely they're not there to boost box office.) Oh, and "Arrow" star Stephen Amell joins the franchise as fan favorite Casey Jones, as if there's much overlap between his dark, adult comic-book series on the CW and the "TMNT" kids.

Meanwhile, Emilia Clarke and the fourth male lead from the "Hunger Games" movies are the stars of "Me Before You." Clarke has a fan base, though it's far from clear that anyone who loves to see her in a platinum wig and riding a dragon on "Game of Thrones" wants to see her playing an adorable Manic Pixie Dream Girl in a contemporary romance.

Andy Samberg, at least, is working within his usual wheelhouse as the star of musical spoof "Popstar," and he and the other Lonely Island guys have been promoting the heck out of it on TV appearances and on social media. Nonetheless, the former "Saturday Night Live" mainstay and "Brooklyn Nine-Nine" star has never proved that his TV following will follow him to the big screen.

4. There's an Audience Starved for Romance
"Me Before You" was expected to bring in only about $12 to $14 million, so its estimated $18.3 million take is a pleasant surprise. Chalk it up to smart counter-programming against the family-oriented and male-oriented movies otherwise dominating the multiplex.

Indie romances "Love & Friendship" and "The Lobster" also added hundreds of theaters each this weekend and are reaping the benefits, with "Love" earning an additional estimated $2.2 million and "Lobster" clawing another estimated $1.6 million. As "Apocalypse" plummets," "Neighbors 2: Sorority Rising" runs out of gas, and "Popstar" fails to get off the ground, it might be time for the studios to stop saturating the market with movies made for young men and start thinking about young women.

5. Might Be Time for More Originality at the Multiplex
In this weekend's top 10, "Popstar" and "The Nice Guys" are the only two films not based on a pre-existing property. How's that working out for them? It's not so much that audiences only want to see sequels and reboots; rather, it's that sequels and reboots seem to have crowded everything else out of the marketplace, at least throughout the summer. It seems that the ho-hum response to "TMNT 2" might be evidence of "sequel fatigue" among moviegoers, which could spell trouble for Hollywood this summer as sequels are what studios use to line their coffers during the season.

While the aforementioned originals have proven to be misfires, audiences will still flock to original ideas -- as long as they are executed in ways that make it worth our hard-earned box office dollars.

6. There's Only So Many Family Movie Dollars Out There
This might seem counterintuitive, especially now that school's out. But "TMNT" might have done better if it weren't competing against "Alice Through the Looking Glass," "The Angry Birds Movie," "The Jungle Book," and even "Zootopia" (still in 400 theaters after 14 weeks).

7. The Math on Sequels Doesn't Always Add Up
The last "Teenage Mutant Ninja Turtles," which relaunched the franchise in 2014, cost about $125 million to make and earned nearly $500 million worldwide. Given that, for blockbusters like these, marketing costs about as much as production, and that the studio keeps only about half of the worldwide ticket receipts, the 2014 "TMNT" just about broke even.

Nonetheless, that was apparently good enough to justify a sequel, so now we have the $135 million "Out of the Shadows," which will have to gross $540 million worldwide to break even. So far, it has taken in an estimated $69.3 million around the globe. Not a good sign.

Who knows, maybe Turtle fans are willing to shell out another $470 million for this one, but because family dollars are finite, the new Turtle tale is likely to sink in a couple weeks when "Finding Dory" swims into the multiplex. There may have been a sweet victory in beating "X-Men: Apocalypse" in early June, but at least if "Out of the Shadows" had come out in August, like its predecessor, it could have had the multiplex all to itself for a whole month.

It's hard to imagine being nostalgic for a midlife crisis. Nonetheless, it's been 25 years since Billy Crystal conceived of, produced, and starred in the funniest midlife-crisis movie ever. A quarter-century after the release of "City Slickers" (on June 7, 1991), fans remember it fondly for its story of three tenderfoot cowpokes out of their depth, for Jack Palance's wonderfully hard-bitten trail boss, and for generating one of the most memorable moments in Oscar history.

In honor of the film's 25th anniversary, we've rounded up these little-known "City Slickers" facts.

1. Crystal came up with the idea for the movie while watching a TV show about middle-aged men going on life-changing fantasy vacations. He borrowed the plot from John Wayne's "The Cowboys," reimagined it as a comedy, and hired screenwriters Lowell Ganz and Babaloo Mandel to craft it into a screenplay. The two writers were too lazy to visit an actual dude ranch to do the research; they wrote the script first, then phoned a dude ranch owner to check on their story's plausibility.
2. When Crystal was a kid, his dad ran a popular Manhattan record store and knew a lot of jazz musicians, and seven-year-old Crystal had no less than Billie Holiday for a babysitter. He sat on her lap when he went to see his first movie, the classic 1953 Western "Shane." Crystal never forgot Jack Palance's Oscar-nominated performance as the heavy, which is why Palance was Crystal's first choice to play Curly in "City Slickers."

3. Initially, Palance was unavailable, so Crystal sent the script to Charles Bronson. Far from being flattered, the veteran movie tough-guy was insulted. Bronson cussed out Crystal, complaining of the proposed role, "I'm dead on page 64!" Fortunately, Palance's schedule cleared up.
4. Rick Moranis was initially supposed to play Daniel Stern's part, but he had to drop out because of his wife's cancer diagnosis.

5. Yes, that's a 10-year-old Jake Gyllenhaal making his film debut as Crystal's son. "He was always performing," Crystal recalled of the boy's on-set behavior. "He would sing from 'South Pacific,' and we'd all go, 'He's gay, he's going to be gay.'"
6. Crystal's softball team pal and "When Harry Met Sally" co-star Bruno Kirby rounded out the cast, even though he was allergic to horses and had to get an allergy shot every day on the set.

7. Crystal's "best day of my life" story actually happened to him. He really did go to Yankee Stadium with his dad, and he even got Mickey Mantle to autograph his program. The birthday call from his mom (voiced by Jayne Meadows) was also an annual ritual for Crystal, and the story Meadows tells of the events surrounding her son's birth is really the story of Crystal's entry into the world.
8. "City Slickers" cost a reported $27 million to make. It earned $124 million in North America and a total of $179 million worldwide.

9. The film was credited with spurring an increase in cattle ranch vacations. Among those influenced was co-star Daniel Stern himself, who bought himself a cattle ranch.
10. When his "City Slickers" performance won the Oscar for Best Supporting Actor -- 38 years after his previous nomination, for "Shane" -- Palance famously wowed the Academy Awards audience and host Crystal with a celebratory round of one-armed push-ups. Turns out the 73-year-old was re-enacting the display he'd given to the film's insurers to prove he was fit enough to play Curly.