After two weeks of easily winning the Box Office race, Spider-Man 3 finally faces some competition this week with the release of the second of three #3s in May, Shrek the Third. With only one new film opening in wide release, it should be an easy week to pick the top 5. But, the total amount brought in by each movie is the hard part. Can Shrek the Third eclipse Spider-Man 3 for the highest opening 3-day weekend total? How much more will Spider-Man 3 make now that it has real competition? Read on to find out:

1. Shrek the Third. Again, it is a “no brainer” of a pick for #1 this week. After all, it is the third in a highly successful series. In fact, Shrek 2 is the third highest grossing film in U.S. history with $436 million, only trailing Titanic and Star Wars. So it is obvious to say that the third in the series is eagerly anticipated. But the question remains, how eagerly is it being anticipated? As much as Spider-Man 3? I somehow doubt it, despite the fact that Shrek 2 made way more than Spider-Man

2. Spider-Man has the fan boys, more so than Shrek. It is more of an event film, particularly when it comes to the opening weekend. I can see Shrek the Third making more than Spider-Man 3 in the long run, but will it have as hot an opening? I’m not sure. Shrek 2, only (and I use the word “only” very loosely) brought in $128 million its opening weekend, and that was for five days. Spider-Man 3 made $151 million in three days! There was a real let down as many fans were disappointed in the movie. That could hurt Shrek the Third if people don’t want to fight the crowds opening weekend after being disappointed once this month. I just don’t see it doing quite as well. But it will still be a huge opening. It will bring in $130 million in three days, more than Shrek 2 made in five.

2. Spider-Man 3. After the biggest opening weekend ever, Spider-Man 3 lost 61% of its audience in its second weekend. That being said, it still made an astounding $58 million, which most movies would love as a grand Box Office total. Even many blockbusters would love it as an opening weekend total. For Spider-Man 3 it may have been a disappointing second week. But it is still well on its way to being a huge success. In fact, after just two weeks, it is the 40th highest grossing film of all time. After one more weekend it should be up to #30. If it drops down another 61%, it will bring in about $24 million. But I see it dropping a bit more than that from the strong competition. It will make $20 million.

3. 28 Weeks Later. The sequel to 28 Days Later got off to a decent start with just under $10 million last week. It didn’t do quite as well as the original which opened with just over $10 million, but it was very close. The original dropped down to $6 million for the second weekend, and I see this one doing the same.

4. Georgia Rule. It had a rather small opening weekend with $6.7 million. It hasn’t gotten great reviews and shouldn’t do much its second week either. It will bring in $4 million.

5. Disturbia. Disturbia has had a pretty solid run. It has made $66 million over five weekends, remaining in the top 5 that whole time. It will once again, its last weekend in the top 5 making only $3 million.

There are five other films opening this weekend, but all are in limited release as the studios don’t have any guts. Check back next week to see how I did.