Al Pacino stars as Willy Bank in Warner Bros. Pictures and Village Roadshow's 'Ocean's Thirteen'. The film also stars George Clooney, Brad Pitt, Matt Damon, Andy Garcia, Don Cheadle, Bernie Mac and Ellen Barkin. - reuters

LOS ANGELES (Reuters)

The all-star caper film Ocean's Thirteen made off with $37.1 million in North American ticket sales during its opening weekend, to steal the No. 1 spot at the weekend box office, according to studio estimates yesterday.

The Friday-through-Sunday tally for the latest Ocean's sequel, returning George Clooney, Brad Pitt, Matt Damon and Bernie Mac to the scene of their first heist, Las Vegas, was roughly on par with the debut gross of the first two films in the series.

Ocean's Thirteen, released by Time Warner Inc. unit Warner Bros. Pictures, is the third film to team Clooney and company with director Steven Soderbergh for a franchise inspired by the 1960 'Rat Pack' adventure starring Frank Sinatra, Dean Martin and Sammy Davis Jr.

Disney's Pirates of the Caribbean: At World's End, which had sailed atop the box office for the last two weekends, sank to No. 2 in its third week with US$21.3 million in United States and Canadian receipts, according to studio figures compiled by box office tracking firm Media by numbers.

The comedy Knocked Up, from Universal Pictures, slipped a notch to No. 3 in its second weekend with US$20 million in ticket sales, while the latest animated penguin movie, Surf's Up, from Sony Pictures Entertainment opened at No. 4 with US$18 million.

Another of this summer's blockbuster sequels, the animated storybook satire Shrek the Third, grossed US$15.7 million in its fourth weekend to round out the top five. The DreamWorks Animation SKG film, released through Viacom Inc.'s Paramount Pictures, has now grossed nearly $282 million in domestic distribution.

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.