SATURDAY PM/SUNDAY AM, 3RD UPDATE: So now the 2011 Summer Movie Season enters June after a big month of May. And this week looks like another up week as total movies are looking at a $160M weekend which is more than +24% from last year. The action continues with Marvel/Fox’s X-Men: First Class, a risky reboot directed by Matthew Vaughn (Kick-Ass) with a 1960s vibe and a release date all to itself in 3,641 theaters. It received a “B+” CinemaScore and very positive reviews (92 on Rotten Tomators) and started off by opening with a midnight gross of $3.3M from 1,783 locations. That edged out Marvel title Thor‘s $3.25 million midnight openings in 1,800 locations, but trailed X-Men Origins: Wolverine‘s $5 million midnight start at 2,000 locations. Wolverine‘s $85M opening weekend (from 4,099 locations) also swamped X-Men: First Class‘ debut – Friday’s total North American gross was $54 million for the weekend. This will be the lowest opening of a Marvel-branded movie in a long time — not to mention less than the $60M opening which Hollywood expected. Internationally, X-Men: First Class has already opened in France and Australia but broke no records and will roll out in 75 international territories on over 8,000 screens.

“Given that we are reinventing the X-Men franchise with a critically acclaimed director and top actors who are not really widely known to audiences, we’re hoping to be somewhere around Batman Begins ($48.7M) and X-Men ($54.4M). That seems to be a good target area for us,” said a Fox exec who was right on the money. The studio is hoping this prequel sticks around as moviegoers discover it. With a fresh cast including James McAvoy, Michael Fassbender, Jennifer Lawrence, and Rose Byrne but no big stars like Hugh Jackman in a signature role like Wolverine, tracking had been slow to build, especially considering how massive The Hangover Part 2 was impacting other movies in the marketplace. But Fox saw steady growth in the core audience, and then growth with females which was surprising because X-Men movies are more typically male. Meanwhile, a word to the wise to the arrogant Vaughn: stop bad-mouthing other directors publicly. Sure, it’s fun to bitchslap Brett Ratner and boast you could have outgrossed his X-Men 3 if only you’d been helming it — but not when your Kick-Ass didn’t do squat its opening weekend.

With it’s see-how-it-all-started angle, X-Men: First Class successfuly avoided the trap of most reboots like Batman and The Hulk and no doubt the upcoming Spider-Man (andSuperman?): repeating the same storyline that’s all-too-familiar by now to moviegoers. Instead, it’s more like J.J. Abrams’ Star Trek by presenting the early backstory. Even so, this First Class (which is not 3D) can’t muster the same money as the original X-Men movie which made $54.5M, or $79M adjusted for ticket price inflation, back in 2000. Fanboys have expressed unhappiness that Wolverine is not part of this prequel which relies instead on the strength of the Professor X and Magneto charcaters as part of the new ensemble. Knowing it would be difficult for this reboot to become a blockbuster, Fox kept sending journalists a lot of early review reaction to show that the movie was being well received. As for marketing, the studio employed anything and everything to sell X-Men: First Class, from joining forces with the multiplayer social network game Mafia Wars in a unique Mutant/Mafia promotion for the global community of 16 million users, to promotional partners as varied as The Army and Farmers Insurance. And major markets across the U.S. saw X’s in the sky over Memorial Day weekend thanks to Fix skywriting.

Here are the Top 10:

1. X Men: First Class (Marvel/Fox) NEW [3,641 Theaters]
Friday $23M, Saturday $22.9M, Weekend $54M

2. The Hangover Part 2 (Warner Bros) Week 2 [3,615 Theaters]
Friday $10.5M, Saturday $13.5M, Weekend $33.5M (-61%), Cume $188M

Even if critics hated this just-like-the-original sequel, strong weekend hold pushed pic to near $190M in its first 11 days. As a Warner Bros exec tells me, “Awesome”.

3. Kung Fu Panda 2 3D (DreamWorks Animation/Paramount) Week 2 [3,952 Theaters]
Friday $6.2M, Saturday $10.5M, Weekend $25M (-47%), Cume $101M

This kiddie toon is heading to $165+M domestic. Hard to figure out how this kills 3D.

4. Pirates Of The Caribbean 4 3D (Disney) Week 3 [3,966 Theaters]
Friday $5M, Saturday $7.9M, Weekend $19M, Cume $191.2M

The fourquel is heading to $240M domestic and has crossed $700M globally, Disney’s 6th title internationally to cross the $500M mark.

5. Bridesmaids (Universal) Week 4 [2,919 Theaters]
Friday $3.5M, Saturday $5M, Weekend $12.5M, Cume $107.6M

6. Thor (Marvel/Paramount) Week 5 [2,780 Theaters]
Friday $1.3M, Saturday $1.8M, Weekend $4.2M, Cume $169.1M

7. Fast Five (Universal) Week 6 [2,237 Theaters]
Friday $975K, Saturday $1.4M, Weekend $3.3M, Cume $202.1M

8. Midnight In Paris (Sony Classics) Week 3 [147 Theaters]
Friday $700K, Saturday $1.2M, Weekend $2.8M, Cume $6.8M

9. Something Borrowed (Warner Bros) Week 5 [688 Theaters]
Friday $250K, Saturday $475K, Weekend $1K, Cume $36.8M

10. Jumping The Broom (TriStar/Sony) Week 5 [589 Theaters]
Friday $240K, Saturday $330K, Weekend $800K, Cume $35.8M

In the specialty market, Focus Features’ Beginners opened in 5 theaters for a $38,136 Friday and a per screen average of $7,627. Weekend estimate is $127,120. ”Beginners established a competitive presence in the art house market. Positive reviews and word-of-mouth (bolstered by an extensive screening program) position the film well for a strong Saturday and Sunday,” a Focus exec says.

Editor-in-Chief Nikki Finke - tip her here.