The slick crooks of Ocean's Eleven have swiped Harry Potter's crown. 

The star-powered caper film opened atop the box office, taking in $39.3 million over the weekend for the best December opening ever, according to industry estimates Sunday. 

After three weeks at No. 1, Harry Potter and the Sorcerer's Stone slipped to second place with $14.8 million. Behind Enemy Lines was third with $8.1 million. 

A remake of the 1960 Frank Sinatra Rat Pack picture, Ocean's Eleven has George Clooney on a mission to steal $150 million from Las Vegas casinos. It was directed by Steven Soderbergh (Traffic, Erin Brockovich). 

Ocean's Eleven was the only major studio release. Nobody wanted to go head-to-head against a movie with a dream cast that also featured Brad Pitt, Julia Roberts, Matt Damon and Andy Garcia. 

The movie played especially well with younger women, said Dan Fellman, president of distribution for Warner Bros. Playing on a hefty 3,075 screens, it still had an enormous per-screen average of $12,766. 

Ocean's Eleven handily beat the December opening record of $33.6 million set by Mel Gibson's What Women Want last year. It was the best opening ever for Damon, Pitt, Roberts and Soderbergh. Clooney's Batman and Robin in 1997 and last year's The Perfect Storm both did better, but Fellman noted that they opened during the lucrative July Fourth holiday weekend. 

The Harry Potter magic still held. Its audience slipped only 37 percent, far less than the 59 percent slide of the previous week, and the movie probably will rebound during the Christmas holiday when youngsters are out of school again. 

The movie earned 239.7 million in just 24 days. 

"At $10 million a day, that's not bad," Fellman said. 

Harry Potter temporarily halted the merry-go-round of No. 1 films, with each blockbuster replacing the last. But that could start again with the Dec. 14 opening of Vanilla Sky, the erotic thriller starring Tom Cruise and Cameron Diaz, followed by the much-awaited Lord of the Rings: The Fellowship of the Ring Dec. 19. 

Overall, the top 12 films grossed nearly $83.8 million, up from the $81.1 million for the same weekend last year. Hollywood could reap $8 billion or more for the year, breaking last year's record of $7.7 billion as early as next week, according to Paul Dergarabedian, president of box-office tracker Exhibitor Relations. 

Part of the reason is the Sept. 11 terror attacks. Movie revenues and attendance have risen since then as people stay close to home. However, the enormous figures also represent ticket price inflation rather than actual increases in attendance, which averages about 18 million a week. 

"We're not selling as many tickets as we did after World War II and before television," Dergarabedian noted. "There were 60 to 70 million people a week going to movies back then. We'll never have a record attendance ever again." 

Nobody's complaining about the weekend, however. Especially Warner Bros., which distributed both Ocean's Eleven and Harry Potter. 

"Warner had a print on 40 percent of all screens in North America. This is our time of year," Fellman said. 

Monsters, Inc. was in fourth place with $6.7 million. It has grossed $212.5 million in just six weeks and shows little sign of flagging, thanks to strong word of mouth, repeat business and a lack of competing children's films. 

Doing surprisingly well was ninth-place Amelie, a French comedy starring Audrey Tautou as a shy waitress looking for love. Helped by strong word of mouth, its take dropped a paltry 19 percent over last week, compared to well over 50 percent each for Behind Enemy Lines and Spy Game. 

"For a French film with subtitles, that's a tremendous run," Dergarabedian said. "It's an art house film in the midst of these Hollywood blockbusters, and it's holding its own." 

Estimated ticket sales for Friday through Sunday at North American theaters, according to Exhibitor Relations Co., Inc. Final figures were to be released Monday. 

1. Ocean's Eleven, $39.3 million. 

2. Harry Potter and the Sorcerer's Stone, $14.8 million. 

3. Behind Enemy Lines, $8.1 million. 

4. Monsters, Inc., $6.7 million. 

5. Spy Game, $4.6 million. 

6. Black Knight, $3.3 million. 

7. Shallow Hal, $2.3 million. 

8. Out Cold, $1.4 million. 

9. Amelie, $1.1 million. 

10. Domestic Disturbance, $950,000.