Oct. 14 (Bloomberg) -- Lions Gate Entertainment Corp.'s ``Why Did I Get Married?'' was the top film at U.S. and Canadian theaters, pulling in $21.5 million in receipts, and ending the two-week run of Walt Disney Co.'s ``The Game Plan'' in first.

``Game Plan'' had $11.5 million in its third week, beating out other new wide releases, Time Warner Inc.'s ``Michael Clayton,'' ``We Own the Night,'' from Sony Corp., and Universal Pictures' ``Elizabeth: The Golden Age,'' box-office tracker Media By Numbers LLC said today in a statement.

Studios released 17 films this weekend to avoid being obscured by high-profile titles scheduled for the holiday season beginning in November, Paul Dergarabedian, president of Media By Numbers, said in an interview before the results were released. The films haven't measured up to last year's releases, resulting in a fourth weekend of lower ticket sales, he said.

``The box office is suffering a bit,'' Dergarabedian said. ``There's a tough road ahead in terms of overall box office numbers compared to last year.''

``Married'' stars comedian Tyler Perry, who also directed it, and is about four couples who get together every year for a winter vacation. The film was expected to have $12 million in ticket sales this weekend, said BoxOfficeGuru.com editor Gitesh Pandya.

`Michael Clayton'

``The Game Plan,'' which stars Dwayne ``The Rock'' Johnson as a quarterback who discovers he's a father, has $59.4 million in ticket sales since its Sept. 28 debut. The film, directed by Andy Fickman, opened to poor reviews from critics yet faces little competition from other PG-rated films, Dergarabedian said.

``Do not underestimate `The Rock' in this market place,'' Dergarabedian said. ``It's perfect timing for that movie. Nothing opens this weekend for kids or families.''

George Clooney's ``Michael Clayton'' finished third with $11.01 million, expanding to 2,511 theaters from two last weekend. Clooney plays a morally compromised attorney who battles a corrupt agricultural corporation trying to cover up the effects its pesticide has had on humans. Pandya expected the film to have $11 million in ticket sales.

`Heartbreak Kid'

``We Own the Night,'' an action thriller starring Mark Wahlberg and Joaquin Phoenix as brothers on opposite sides of the law, came in fourth place with $11 million. The film, which opened in more than 2,000 theaters nationwide, was expected to make $12 million by Pandya.

In its second weekend, Ben Stiller's ``The Heartbreak Kid'' fell to fifth place from second with $7.4 million for DreamWorks, a studio owned by Viacom Inc.'s Paramount Pictures. The film had a surprisingly weak opening, Pandya said, and has taken in $26 million since its release.

In sixth through 10 places, respectively, were ``Elizabeth: The Golden Age'' from General Electric Co.'s Universal Pictures, with $6.2 million; Universal's ``The Kingdom'' with $4.6 million; Sony Corp.'s ``Across the Universe'' with $4 million; Sony's ``Resident Evil: Extinction'' with $2.7 million; and ``The Seeker: The Dark is Rising,'' from News Corp.'s Fox studio, had $2.2 million.

``Elizabeth'' returns actress Cate Blanchett to the role of Queen Elizabeth I, who is challenged by threats from Spain and a love affair. The film, which debuted in 2,001 theaters, was expected to earn $8 million in ticket sales, Pandya said.

Sales for the top 12 films fell 13.8 percent to $85.5 million from the year-earlier period, according to Encino, California-based Media By Numbers. Year-to-date ticket sales have risen 6.4 percent to $7.58 billion, while attendance is up 1.7 percent.

The following table has figures provided by studios to Media By Numbers. The amounts are based on gross ticket sales for Oct. 12 and yesterday, and estimates for today.

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

1. Why Did I Get     $21.5   2,011    1    $10,691    --   $21.5
2. The Game Plan      11.5   3,128    3      3,678    -31   59.4
3. Michael Clayton    11.01  2,511    2      4,385    1429  12.1
4. We Own The Night   11.0   2,362    1      4,657    --    11.0
5. The Heartbreak Kid  7.4   3,233    2      2,297    -47   26.0
6. Elizabeth           6.2   2,001    1      3,090    --     6.2
7. The Kingdom         4.6   2,836    3      1,610    -53   39.9
8. Across Universe     4.0     954    5      4,193    106   12.9
9. Resident Evil       2.7   2,249    4      1,178    -41   48.1
10. The Seeker         2.2   3,173    2        678    -43    7.1

To contact the reporter on this story: Andy Fixmer in Los Angeles at afixmer@bloomberg.net

Last Updated: October 14, 2007 15:12 EDT