May 28 (Bloomberg) -- ``Pirates of the Caribbean: At World's End'' took in a record $142.1 million, leading Hollywood to its biggest Memorial Day weekend ever.

Domestic ticket sales for the Walt Disney Co. film were the most ever over the four-day holiday, surpassing the $122.9 million brought in by ``X-Men: The Last Stand'' in 2006, Media By Numbers LLC said today in a statement.

``Pirates,'' starring Johnny Depp as Captain Jack Sparrow, was the third film this month to surpass $100 million in sales its first weekend. With ``Shrek the Third'' and ``Spider-Man 3'' still in theaters, the four-day take for the top 12 films was $250.2 million, more than the $231.8 million taken in last year.

``I think it's still a very strong opening for Disney given the competition,'' said Gitesh Pandya, editor of Boxofficeguru.com. Given the presence of ``Shrek and ``Spider- Man,'' ``that's $87 million that Pirates could never have its hands on.''

``Shrek'' sold $69 million in tickets over the four days, bringing its two-week total in the U.S. and Canada to $219.4 million for DreamWorks Animation SKG and distributor Paramount Pictures. ``Spider-Man 3,'' from Sony Corp., sold $18 million, reaching $307.6 million in its fourth week.

``Pirates'' played in a record 4,362 theaters. The film's $115 million three-day total lags behind the $151 million opening- weekend record set by ``Spider-Man 3'' after its May 4 release, and the $121.6 million for ``Shrek the Third,'' which opened May 18.

More Sequels

Domestic ticket sales for ``Pirates,'' including evening shows in 3,100 cinemas on Thursday, May 24, came to $156 million, Encino, California-based Media By Numbers said.

Sales for the third ``Pirates'' probably won't hold up as well as last year's second movie in the series, Pandya said. The second-week declines for ``Shrek the Third'' and ``Spider-Man 3'' were bigger than those of their predecessors.

``You're certainly seeing these three sequels opening big and then dropping big,'' Pandya said. ``The movies are not as good as the previous ones, so people are not liking them as much, and then there's the competition.''

The films are among 14 sequels Hollywood studios are releasing this summer. The slate also includes a new ``Harry Potter'' film from Time Warner Inc., scheduled for July 13, and sequels to News Corp.'s ``Fantastic Four'' series and Universal Pictures' ``Bourne'' thrillers.

`Pirates'

``Pirates,'' which cost $225 million to make, according to Box Office Mojo LLC, missed Pandya's $162 million estimate for the four-day weekend. JP Morgan Securities analyst Imran Khan in New York had predicted $116 million.

In the movie, Depp's character is rescued from the afterlife by his friends, played by Keira Knightley and Orlando Bloom. They eventually join other pirates in a battle to halt the growing power of Britain's East India Trading Co.

The film received mixed reviews from critics who said that with a running time of 2 hours and 45 minutes, it was too long and had too many plot twists. Of 93 reviews posted on Rottentomatoes.com, 42 were negative.

The weekend's only other new film, the thriller ``Bug'' from Lions Gate Entertainment Corp., was fourth with $4.2 million.

`Bug'

``Bug,'' a thriller by ``The Exorcist'' director William Friedkin, focuses on a couple terrorized by the seeming appearance of small, vicious insects. Ashley Judd and Harry Connick Jr. star.

``Shrek the Third'' returns Mike Myers as the voice of the green ogre. The film also features the voices of Cameron Diaz, Eddie Murphy and Antonio Banderas.

In the latest ``Spider-Man,'' the superhero played by Tobey Maguire battles his own dark side, as well as new villains played by Topher Grace and Thomas Haden Church.

Among other returning films, ``Waitress'' moved up to fifth place from 10th, as sales climbed to $4 million from $1.1 million last week.

News Corp.'s Fox Searchlight built an audience for the film with what Pandya described as a ``moderate national release'' to 510 theaters in its fourth week. The film, about a small-town waitress who names pies to honor events in her life, was increased from 116 theaters last week after starting in a few big cities.

``It's playing out as the adult alternative to these Hollywood blockbusters,'' Pandya said. ``It's a good film that people like.''

`Waitress'

``Waitress,'' with less star power, marketing dollars and theater play, may gross more than ``Georgia Rules'' with Jane Fonda, which took in $2.38 million in almost four times the number of theaters for Universal Pictures, Pandya said.

Sales for the top 12 films rose 7.9 percent from last year's $231.8 million, Media By Numbers said. Year-to-date sales have gained 6.3 percent to $3.59 billion this year, while attendance is up 2.6 percent.

The following table has figures provided by studios to Media By Numbers. The amounts are based on actual grosses for May 25, May 26, yesterday and estimates for today.

Movie                Rev  Theaters  Wks   Average/    Pct  Total
                     Mln                  Theater     Chg   Mln

1. Pirates           $142.1  4,362    1    $32,566    --  $156.1
2. Shrek the Third     69.1  4,172    2     16,559    -56  219.4
3. Spider-Man 3        18.0  3,723    4      4,835    -51  307.6
4. Bug                  4.2  1,661    1      2,529    --     4.2
5. Waitress             4.0    510    4      7,843   +187    6.5
6. 28 Weeks Later       3.3  2,013    3      1,639    -53   24.4
7. Disturbia            2.4  1,632    7      1,473    -49   74.9
8. Georgia Rule         2.38 1,904    3      1,250    -50   16.8
9. Fracture             1.6    907    6      1,764    -44   37.1
10. Wild Hogs           1.4    426   13      3,380   +159  163.3

To contact the reporters on this story: Michael White in Los Angeles at mwhite8@bloomberg.net; Anthony Palazzo in Los Angeles at apalazzo@bloomberg.net.

Last Updated: May 28, 2007 16:32 EDT