Three major releases made their debut on the Box Office charts this weekend. The trio of new films hit a crowded box-office just one-week after FOX’s “X-Men Apocalypse” dominated the domestic charts with a $65M opening. This week “Me Before You,” “Popstar” and “Teenage Mutant Ninja Turtles” opened across the country, with two of the films starting strong for their studios.

Taking the top-spot this weekend was “Teenage Mutant Ninja Turtles: Out of the Shadows” from Paramount with $35.25M domestically. The film opened across 4,071 locations and was the clear winner after Thursday night previews. “Teenage Mutant Ninja Turtles: Out of the Shadows” was directed by Dave Green, the script was written by Josh Appelbaum and André Nemec. Among the stars of the film are Megan Fox, Will Arnett and Tyler Perry.

“X-Men: Apocalypse” from FOX, now in its second-week, dropped from first to second-place overall with a $22.32M weekend. The film remained in 4,153 locations and has now grossed over $116M in just two weeks. X-MEN Apocalypse was directed by Bryan Singer, working off a screenplay written by Simon Kinberg. Starring in the film are James McAvoy, Michael Fassbender, Jennifer Lawrence, Nicholas Hoult, Rose Byrne,Sophie Turner and Olivia Munn.

The drama “Me Before You” from Warner Bros. Pictures brought in $18.27M in its opening weekend, that was enough to land in third-place overall. The film debuted this week to 2,704 locations and the debut was a strong start for the film. “Me Before You” was directed by Thea Sharrock, the screenplay was written by Jojo Moyes, who also wrote the original novel the film was based on. Starring in the film was Emilia Clarke, Sam Claflin and Janet McTeer.

Disney’s “Alice Through the Looking Glass” continues to struggle at the box-office this week, dropping to fourth-place overall with a $10.7M weekend. The film remained in 3,763 locations and has made $50.8M domestically in two-weeks. Disney’s “Alice Through the Looking Glass” was directed by James Bobin. The screenplay was written by Linda Woolverton and based on the classic works of Lewis Carroll. The film stars Mia Wasikowska, Johnny Depp and Helena Bonham Carter.

Sony’s “The Angry Birds Movie” rounded-out the top-five for the weekend with a $9.78M haul. The animated comedy remained in 3,484 locations and has now earned over $86.67M domestically in just three-weeks. “The Angry Bird Movie” was directed by Clay Kaytis and Fergal Reilly, with Jon Vitti writing the script. The film features the voice talents of Jason Sudeikis, Josh Gad and Danny McBride.

Failing to reach the top-five but still worth mentioning is the new comedy “Popstar: Never Stop Never Stopping” from Universal Pictures. The film opened to a dismal $4.6M weekend, this despite opening in 2,311 locations. “Popstar: Never Stop Never Stopping” was directed by Akiva Schaffer and Jorma Taccone, they also wrote the script with Andy Samberg. The Lonely Island trio are also the stars of the film.