Even when he takes a huge fall, Spider-Man comes out on top.

Sony's "Spider-Man 3" took in $60 million in its second weekend, a hefty 60 percent drop from its record debut a week earlier but good enough to easily outdistance the competition and remain the No. 1 movie, according to studio estimates Sunday.

"After a record-breaking opening weekend, to me this is an appropriate second-weekend drop," said Paul Dergarabedian, president of box-office tracker Media By Numbers. "Any studio would be happy to have a movie opening with $60 million, let alone a second weekend with $60 million."

With $242.1 million domestically in just 10 days, "Spider-Man 3" continued to beat the box-office pace of its predecessors. After 10 days, 2002's "Spider-Man" had grossed $223 million, while 2004's "Spider-Man 2" had taken in $225 million.

"Spider-Man 3" quickly became the year's top-grossing film, hurtling past "300," the Warner Bros. battle epic that has taken in $208 million.

Second-weekend drops for successful studio films typically are well below 50 percent. But "Spider-Man 3" shattered records with $151.1 million in its first weekend, making a big decline virtually inevitable since so many people already had seen the film.

"When you're in that stratosphere, we had to assume we would be in the range of a 60 percent drop," said Rory Bruer, head of distribution for Sony.

The weekend's other new movies had fair to poor openings.

Debuting in second place with $10 million was Fox Atomic's horror sequel "28 Weeks Later," a follow up to "28 Days Later" that continues the story of a virus in Britain that turns people into raging, cannibalistic zombies.

Universal's "Georgia Rule," starring Lindsay Lohan, Jane Fonda and Felicity Huffman, opened at No. 3 with $5.9 million. Lohan plays a rebellious teen who's put under the charge of her no-nonsense grandma (Fonda).

Lionsgate's "Delta Farce" premiered at No. 5 with $3.5 million. Larry the Cable Guy stars in the comedy about three weekend warriors mistakenly dumped in Mexico, where they take on a gang of bandits.

The Weinstein Co. and MGM's workplace comedy "The Ex" tanked with $1.4 million, coming in at No. 12. The movie stars Zach Braff as a husband dueling with a co-worker who also is his wife's ex-boyfriend.

"Spider-Man 3" made up for an otherwise soft crop of movies. The top-12 films took in $96.9 million, up 14 percent from the same weekend last year, when "Mission: Impossible 3" was No. 1 with $25 million and "Poseidon" debuted in second place with $22.2 million.

Overseas, "Spider-Man 3" pulled in an additional $85.5 million for the weekend, raising its international total to $380 million and worldwide total to $622 million. The previous "Spider-Man" movies each took in about $800 million worldwide, a number "Spider-Man 3" should easily beat.

"Spider-Man 3" has a shot at topping $1 billion worldwide, Bruer said. Only three other movies, "Titanic," "The Lord of the Rings: The Return of the King" and "Pirates of the Caribbean: Dead Man's Chest," have hit that mark.

After two weekends of light competition, "Spider-Man 3" faces the summer's next heavy-hitter Friday with the debut of DreamWorks Animation's "Shrek the Third," the latest adventure of the cartoon ogre.

A week later, Disney's "Pirates of the Caribbean: At World's End" sails into theaters, the Johnny Depp action comedy joining "Spider-Man 3" and "Shrek the Third" to set up what could be Hollywood's biggest Memorial Day weekend ever.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theaters, according to Media By Numbers LLC. Final figures will be released Monday.

1. "Spider-Man 3," $60 million.

2. "28 Weeks Later," $10 million.

3. "Georgia Rule," $5.9 million.

4. "Disturbia," $4.8 million.

5. "Delta Farce," $3.5 million.

6. "Fracture," $2.9 million.

7. "The Invisible," $2.2 million.

8. "Hot Fuzz," $1.7 million.

9. "Next," $1.604 million.

10. "Meet the Robinsons," $1.6 million.