Brad Bird‘s tentpole Tomorrowland has narrowly pulled ahead of blockbuster Pitch Perfect 2 at the Memorial Day box office with an estimated three-day debut of $32.2 million, putting its four-day domestic launch at a disappointing $40.7 million for powerhouse Disney.

The race won’t officially be called until Monday when final estimates are released for the long holiday weekend. Overall, Memorial Day revenue is expected to be down nearly 18 percent from last year, when X-Men: Days of Future Past opened to $90.8 million.

Tomorrowland came in behind expectations in North America, and will need to overcome its so-so B CinemaScore and enjoy strong word of mouth in order to end up in the black, considering the live-action fantasy adventure cost $180 million to produce. Even more problematic, the tentpole was soft overseas, launching to $26.7 million from 65 markets. (In its second weekend, Pitch Perfect 2 actually beat Tomorrowland‘s debut in the U.K. with $4.3 million versus $2.1 million).

In the film, George Clooney stars as an inventor who takes along a spirited teen (Britt Robertson) to an alternate world called Tomorrowland. Tomorrowland, an ode to Walt Disney‘s hopes for creating a utopian society, also stars Hugh Laurie and was co-written by Bird and Damon Lindelof.

Heading into the long holiday weekend, most expected Tomorrowland to gross between $45 million and $50 million for the four days domestically, giving it a wide lead over box office sensation Pitch Perfect 2, now in its second weekend.

Instead, Pitch Perfect 2 continued to sing in perfect tune, thanks to its ardent female fan base. On Friday, it even looked like Universal’s sequel could end up beating Tomorrowland, butTomorrowland gained traction on Saturday.

Pitch Perfect 2 earned an estimated $30.3 million for the three days, putting its four-day domestic gross at a projected $37.9 million. Overseas, the sequel earned another $15.2 million from 37 markets for a dazzling foreign total of $61.7 million and worldwide haul of $187 million through Monday (that includes just north of $125 million in North America).

Tomorrowland skewed slightly male (51 percent), while families made up 30 percent of ticket buyers and adults, 61 percent.

Overseas — where Hollywood summer tentpoles depend upon doing sizable business and Clooney is a big star — Tomorrowland underwhelmed. It fared best in Russia ($3.6 million), followed by Mexico ($2.8 million).

Disney still remains the early king of summer to date, thanks to Avengers: Age of Ultron. From Disney and Marvel Studios, the superhero tentpole will jump the $400 million mark at the domestic box office sometime on Sunday, becoming the first film to achieve that feat since The Hunger Games: Catching Fire and Frozen, both released in November 2013.

Age of Ultron has now grossed $860 million internationally, including $210 million in China, for a global haul of $1.263 billion, the seventh-bet showing of all time and passing up Iron Man 3 this weekend.

After Tomorrowland, the other new Memorial Day offering is MGM and Fox 2000’s Poltergeist,which posted a three-day gross of $23 million for an estimated $27.7 million four-day opening, putting it at No. 4, just behind holdover Mad Max: Fury Road.

Poltergeist, directed by Gil Kenan and produced by Sam Raimi, is a solid hit for MGM and Fox 2000, coming in ahead of expectations. The remake of the 1982 cult classic stars Sam Rockwell,Rosemarie DeWitt, Jared Harris and Jane Adams.

In its second weekend, George Miller‘s Fury Road grossed $23.7 million for the three days, putting its projected four-day take at roughly $30 million. Through Monday, the critically acclaimed tentpole will have earned north of $90 million in North America for Warner Bros. and Village Roadshow Pictures.

Age of Ultron rounded out the top five domestically.

This article originally appeared on The Hollywood Reporter

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