SUNDAY AM, 6TH UPDATE: Wait a minute — aren’t all the superheroes in San Diego at Comic-Con? With so much news from the Con coming hourly all weekend, it’s been tough to keep up with North American box office where yet another superhero pic unreeled this summer. Distributor Paramount had been expecting Marvel/Disney’s Captain America: The First Avenger to open with a $60+M weekend. But the studio on Sunday said the actual total is $65.8 million (even though rival studios put the total much less). Paramount’s figure would better this summer’s original superhero Thor’s $65.7M. But I believe we’ll have to wait until Monday’s actuals to decide who is the biggest superhero of the summer since Sunday’s number is just an estimate right now. As a Paramount exec replied to my questioning his number, “Harry Potter fell 16% last Sunday. We are estimating down 17%. Whether it ends up $65.8M or a little less, it crushed Green Lantern and X-Men: First Class” — both of which were this summer’s superhero movies but made and distributed by different studios (Warner Bros and Fox respectively). Saturday’s take for Captain America of $21.9M was -10% from Friday’s $25.7M North American grosses from 3,715 theaters including around 2,500 showing the movie in 3D. Friday’s take includes $4M midnights from 2,000 locations, better than Thor and Green Lantern as well as prequel/reboot X-Men: First Class. The movie earned an ‘A-’ CinemaScore. (Thor earned a B+). Exit polls showed 43% of the audience was under age 25 vs 57% over age 25 while 64% were male vs 36% female. (Thor was 62% male & 28% under 25.)

Some in Hollywood thought Warner Bros holdover Harry Potter And The Deathly Hallows Part 2 might beat Captain America. But when a pic has set nearly every record for its opening, it’s bound for a steep decline. The franchise finale made $48M this weekend for a big -72% falloff from a record opening and record midnights and record single day a week ago.

In third place with $18.5M is Sony/Screen Gems’ R-rated Friends With Benefits; Mila Kunis and Justin Timberlake missed bettering that other recent rom-com No Strings Attached ($19.7M, and it was originally titled Friends With Benefits, too). Full analysis within the hour.

Here’s the Top 10:

1. Captain America 3D (Marvel/Disney/Paramount) NEW [3,715 Runs]
Friday $25.7M, Saturday $21.9M, Weekend $65.8M

The pic opened Comic-Con at a local theater on July 21st in advance of Friday’s release. Chris Evans even made a surprise appearance as USO girls gave out a Comic-Con exclusive poster. But at the Con this weekend, Marvel already has moved on to The Avengers where Captain America will mix it up with Iron Man, Thor, The Incredible Hulk, and other superheros in the publisher’s stable. But first there was the task of letting moviegoers meet  Captain America: The First Avenger. Even Hollywood, which loves to see its rivals fail, felt this pic would open respectably. Because Marvel has opened all its films respectably so far. (Not a Green Lantern brick among them… When is WB/DC gonna get its act together without relying on Chris Nolan? Watchmen… Jonah Hex… bombs away.) From the start, the studio gave a cool retro feel to this World War II actioner about Steve Rogers who transforms from a proverbial 90lb weakling into 6-pack-abs Evans who’s not only easy on the eyes but can act like more than just a pumped-up uber-soldier. “Captain America is the ultimate underdog story,” one of the execs involved told me about positioning. “A physically weak man, who has infinite courage and drive, is transformed into the world’s first avenger.” And there are Nazis to vanquish as well. Cooler still.

Websites that do geek (I don’t) claim Captain America is the more mainstream superhero to make a big screen debut this summer, compared with Thor and Green Lantern. But that duo had far less competition when they opened, and certainly nothing like the Harry Potter finale in theaters. Intro-ing any new superhero is a bitch, but Marvel bitchslaps the competition again and again by doing it deftly. As far back as last October, Captain America was revealed on the cover of EW last year. Chris Evans presented with Thor‘s Chris Hemsworth at last January’s Golden Globes. The Superbowl spot was Twitter’s most talked about movie ad from the game. There was the usual heavy rotation of TV ads for the network season finales and sports playoffs and music shows. To make inroads with flyover country, the campaign made a big deal of the CMA Music Festival which features 750K attendees; 30 country radio stations sponsored fly-ins to celebrate Captain America Night on June 10th. Also to that end, the campaign did military outreach: the film was screened first on 30 U.S. military bases. I always thought that Captain America would attract a lot of patriotic fever because of its “Heroes are made in America” tagline.

Paramount launched Captain America‘s 3D trailer with Transformers 3. Interestingly, I’ve been reporting for weeks on Paramount’s pushy ways with theater owners as it distributed both these tentpole summer pics. (See Paramount Making Too Many 3D Demands?) For instance, Paramount dictated to exhibitors it’d be a four-week minimum to play Transformers: Dark Of The Moon in their Digital theaters. This strategy succeeded in keeping Disney/Pixar’s Cars 2 and Warner Bros’ Harry Potter And The Deathly Hollows Part 2 out of 3D dates. “But then, miraculously on July 22nd, Paramount will open those screens up to get Captain America opened on as many 3D screens as they can,” a source predicted to me. But now I’m tipped by exhibitors that Paramount is splitting its 3D screens for Captain America with Transformers 3, giving all but the last show and one afternoon show to the robots. “I’ve never seen a studio do something like this to one of its tentpole pics on its opening weekend,” the exhibition exec told me. Then again, Paramount owns the Transformers franchise and is only distributing Captain America whose future franchise releases will soon move to Marvel’s new owner Disney. Follow the money, folks.

There’s always been a question mark whether Captain America would do well overseas because of its jingoistic title. That’s why, in just a few territories, it’s being renamed The First Avenger. Paramount says the $2.8M opening in Italy this weekend is double the debut of X-Men: First Class there and +16% over the first Iron Man.

2. Harry Potter/Deathly Hallows Pt 2 3D (Warner Bros) Week 2 NEW [4,375 Runs]
Friday $14.6M, Saturday $18.4M, Weekend $48M (-72%), Cume $274.1M

So what if it dropped -84% from Friday to Friday. It’s the last Harry Potter, folks. It’s making a fucking fortune and breaking a shitload of records. Its domestic haul after 10 days in release is already $274.1M. (Part 1‘s haul for the same period was only $219M.) ”We will now settle in and enjoy the lucrative summer playtime breaking HP box office records along the way,” a Warner Bros exec assures me. The entire Harry Potter franchise just passed $7B in worldwide grosses. Relax your crack, naysayers. This is box office magic.

3. Friends With Benefits (Screen Gems/Sony) NEW [2,926 Runs]
Friday $6.8M, Saturday $6.5M, Weekend $18.5M

Sony and New Line keep competing to see how many unnecessary rom-coms they can shove down our throats. This one earned a ‘B+’ CinemaScore. Polling showed that 62% of the opening audience was female vs 38% male, while 44% and 44% under age 25 vs 56% over age 25. ”Exits show very high definite recommend ratings and we expect the film to continue to play well in the weeks ahead,” a Sony exec said Sunday. But despite its interesting casting, Friends With Benefits is R-rated and self-conscious especially when it comes to its dialogue. Even the title is tired. Which is surprising considering director Will Gluck made the way less formulaic sleeper Easy A. Then again Screen Gems claims its budgetwas only $34 million. As usual with these kinds of pics, it was marketing to within an inch of its life. The trailers certainly did a better job than most at hinting this movie wasn’t just the usual coupling when, of course, it was. Justin Timberlake and Mila Kunis went out of their way to hype the pic, appearing together as presenters at the Academy Awards, MTV Movie Awards, Spike Guy’s Choice Awards, the Espy’s, and so on. “These appearances collectively helped established them as the hot co-stars of the moment and the hot on-screen couple of the moment,” a Sony exec tells me. Barf. Of course, Justin also hosted the season finale of SNL in May, which posted the highest ratings that show has seen in years. (That episode was repeated last Saturday as well.)  Online, Screen Gems launched a Red Band clip last Friday that became one of the most watched videos on Youtube in the U.S. this week. Gluck also produced Friends with Benefits along with Martin Shafer, Liz Glotzer, Jerry Zucker, and Janet Zucker. The screenplay is by Keith Merryman & David A. Newman, along with Gluck. Story is by Harley Peyton and Keith Merryman & David A. Newman.

4. Transformers 3 3D (Paramount) Week 4 [3,375 Runs]
Friday $3.5M, Saturday $4.7M, Weekend $12M, Cume $325.7M
5. Horrible Bosses (New Line/Warner Bros) Week 3 [3,104 Runs]
Friday $3.6M, Saturday $4.5M, Weekend $11.7M, Cume $82.4M
6. Zookeeper (MGM/Sony) Week 3 [3,215 Runs]
Friday $2.7M, Saturday $3.4M, Weekend $8.7M, Cume $59.2M
7. Cars 2 3D (Disney) Week 5 [2,668 Runs]
Friday $1.7M, Saturday $2.8M, Weekend $5.7M, Cume $176.4M
8. Winnie The Pooh (Disney) Week 2 [2,405 Runs]
Friday $1.6M, Saturday $2.2M, Weekend $5.1M (-35%), Cume $17.5M
9. Bad Teacher (Sony) Week 5 [2,035 Runs]
Friday $825K, Saturday $1M, Weekend $2.6M, Cume $94.3M
10. Midnight In Paris (Sony Classics) Week 10 [621 Runs]
Friday $508K, Saturday $900K, Weekend $1.8M, Cume $48.8M

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