The crowds were not quite as thick as pea soup, but the horror remake "The Fog" (search) pulled in enough fans to win a close race at the weekend box office with a $12.2 million debut.

Finishing second was the previous weekend's No. 1 movie, the animated adventure "Wallace & Gromit: The Curse of the Were-Rabbit," (search) which took in $11.7 million to lift its total to $33.3 million, according to studio estimates Sunday.

Cameron Crowe's quirky romance "Elizabethtown," starring Orlando Bloom (search) and Kirsten Dunst (search), overcame poor reviews to open at No. 3 with $11 million.

The weekend's other new wide release — Tony Scott's action thriller "Domino," with Keira Knightley (search) — flopped with $4.7 million, coming in sixth.

Hollywood's business continued to slump, with the top 12 movies taking in $72.2 million, down 18 percent from the same weekend in 2004. Theater revenues are running about 7 percent behind last year's, even with higher ticket prices. Admissions are down 10 percent.

The Major League Baseball playoffs probably undermined movie business as fans stayed home to watch the games, said Paul Dergarabedian, president of box-office tracker Exhibitor Relations.

"This was not a weekend destined to be a blockbuster weekend. Really, really slow," Dergarabedian said. "Audiences seemed somewhat indifferent again. That's the scary part for the industry. It really takes a lot to get them out there to see a movie. It seems like any competition, like baseball, really cuts in big-time."

"The Fog" did not screen in advance for critics, generally a sign the studio knows the movie will get bad reviews. Yet the movie, a remake of John Carpenter's 1970s ghost story of dead sailors terrorizing a town, drew in steadfast horror crowds that generally flock to fright flicks over opening weekend.

An attractive young cast led by Tom Welling, who plays Clark Kent on "Smallville," and Maggie Grace of "Lost" also helped lift "The Fog." Viewers 25 and younger accounted for 61 percent of the movie's audience, according to distributor Sony.

"I think `The Fog' had a lot of really cool elements in the sense it's a remake of a classic film of John Carpenter's and had a hot cast," said Rory Bruer, head of distribution for Sony.

"Elizabethtown" is writer-director Crowe's tale of a shoe designer (Bloom) at the center of a colossal business failure who stumbles into an unlikely romance with a flight attendant after he returns to his family's old haunts in Kentucky to retrieve the body of his dad, who died suddenly. Critics generally disliked "Elizabethtown," some calling it meandering and unfocused.

Director Scott's "Domino" fared worse among critics, who found it loud, frenetic and shallow. The movie stars Knightley as the daughter of actor Laurence Harvey, who left her career in modeling to become a bounty hunter.

In limited release, George Clooney's "Good Night, and Good Luck" continued to pull in big crowds. A portrait of journalist Edward R. Murrow (David Strathairn) in his campaign against Sen. Joseph McCarthy's communist witch hunt of the 1950s, the acclaimed film expanded to 68 theaters, up from 11 the previous weekend, and took in $1.37 million.

"Good Night, and Good Luck" expands to more theaters in the next few weeks.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theaters, according to Exhibitor Relations Co. Inc. Final figures will be released Monday.

1. "The Fog," $12.2 million.

2. "Wallace & Gromit: The Curse of the Were-Rabbit," $11.7 million.

3. "Elizabethtown," $11 million.

4. "Flightplan," $6.5 million.

5. "In Her Shoes," $6.1 million.

6. "Domino," $4.7 million.

7. "Two for the Money," $4.6 million.

8. "A History of Violence," $3.6 million.

9. "Tim Burton's Corpse Bride," $3.5 million.

10. "The Gospel," $3.2 million.