A talking lion became king of the box office as the animated tale "Madagascar" (search) climbed to the No. 1 spot with $28.7 million in its second weekend.

At No. 2 was Adam Sandler's football remake "The Longest Yard," which took in $26.1 million in its second weekend. In third was "Star Wars: Episode III — Revenge of the Sith," which grossed $26 million in its third weekend, according to studio estimates Sunday.

"Madagascar," featuring the voice of Ben Stiller (search) as a zoo lion returned to the wild, debuted at No. 2 a week earlier and took over first-place from "Revenge of the Sith," which had held the top spot for two weekends.

While those three holdovers remained strong draws, the weekend's new movies debuted quietly, contributing to Hollywood's 15th-straight weekend of declining revenues compared to last year.

The top 12 movies grossed a solid $128.3 million, yet that was off 30 percent from the same weekend in 2004, when "Harry Potter and the Prisoner of Azkaban" opened with $93.7 million.

Ron Howard's "Cinderella Man," starring Russell Crowe (search) and Renee Zellweger (search) in the story of Depression-era boxer Jim Braddock, led the newcomers, debuting at No. 4 with $18.6 million.

The teenage gal-pal tale "The Sisterhood of the Traveling Pants" opened in fifth place with $10.25 million, while the skateboarding saga "Lords of Dogtown" premiered in sixth with $5.7 million.

"Cinderella Man" distributor Universal is trying the same strategy it used successfully with another Depression-era sporting drama, 2003's "Seabiscuit," counter-programming the sober yet uplifting story amid the summer popcorn flicks.

"Seabiscuit" had a $20.9 million opening weekend and held on to ring up $120.3 million domestically and scored a best-picture Oscar nomination.

But Universal had counted on a better debut for "Cinderella Man," which reunites Howard, Crowe and producer Brian Grazer, the team behind the 2001 Academy Awards champion "A Beautiful Mind."

"We would have hoped for a bit more, but it's a good start for us," Universal Pictures Chairman Stacey Snider said. "Putting this human drama against these big summer behemoths may have proved too calculated a risk, but one we're going to support all the way through summer and into Academy Awards season."

Topping the $300 million mark in its 17th day of release Saturday, "Revenge of the Sith" became the fastest film ever to hit that level, beating the record set last year by "Shrek 2," which passed $300 million in 18 days.

At $308.8 million through Sunday, "Revenge of the Sith" was just $2 million behind the total domestic haul of "Star Wars: Episode II — Attack of the Clones." 20th Century Fox expects the final "Star Wars" movie to top $400 million and possibly rival the $431 million domestic total of "Episode I — The Phantom Menace," said Bruce Snyder, the studio's head of distribution.

"Madagascar" lifted its domestic gross to $101 million, while "The Longest Yard" climbed to $95.8 million, both after 10 days in release.

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

1. "Madagascar," $28.7 million.

2. "The Longest Yard," $26.1 million.

3. "Star Wars: Episode III — Revenge of the Sith," $26 million.

4. "Cinderella Man," $18.6 million.

5. "The Sisterhood of the Traveling Pants," $10.25 million.

6. "Lords of Dogtown," $5.7 million.

7. "Monster-in-Law," $5.3 million.

8. "Crash," $3.3 million.

9. "Kicking & Screaming," $2.1 million.

10. "Unleashed," $900,000.