Losing very little of its box office drawing power in its second weekend, “Cloudy With a Chance of Meatballs” rained all over the market’s three new major entrants. The animated kids film cooked up an estimated three-day total of $24.6 million, according to studio sources,

“That holdover killed us,” said Chuck Viane, distribution president for Disney, which saw its futuristic Bruce Willis action film “Surrogates” do a below-than-hoped-for $15 million over the weekend. “ ‘Cloudy’ had a terrific second weekend.”

For its part, MGM also saw a portion of its female-heavy audience for its remake of “Fame” siphoned away by Sony’s 3D animated PG film, which was only off 19 percent from its $30.1 million premiere weekend.

“We did $10 million, which is a respectable number, but it obviously could have been more if not for the fact that it was a down weekend and ‘Meatballs’ held up like gangbusters,” said MGM distribution head Erik Lomis.

Indeed, moviegoing in general wasn’t a hugely popular option this past weekend, with overall North American ticket sales down about 10 percent to $86 million, according to studio estimates.

Also generating disappointing returns, Overture’s R-rated space-monster movie “Pandorum” got off to a $4.4 million start.

However, it was “Cloudy With a Chance of Meatballs," produced by Sony’s in-house computer animation division, that defied the market’s oppressive gravity. The movie now has grossed a cumulative total of $60 million domestically.

Given the film’s $100 million production budget, the strong second weekend was happy news for Sony.

“We’re going to make good money on this picture,” insisted Sony distribution head Rory Bruer, noting that box office revenues were actually up 6 percent in the U.K. over the weekend, while territories including Mexico (down only 7 percent) experienced only moderate declines. Bruer said International totals will be released later on Sunday.

“We had incredible holds on the picture pretty much everywhere,” he added. “We had the right (release) date, and we had the goods to back it up.”

Profitability-wise, Disney will obviously have a much tougher time with “Surrogates,” which costs the studio’s adult-focused production arm Touchstone about $80 million to produce.

According to Viane, Disney’s pre-release tracking had the film doing as much as $17 million worth of business, while rival studios were projecting as much as $25 million for the film.

“We had higher hopes, but reality is reality,” Viane said. “We certainly beat the films we opened up against, but once a family movie like ‘Cloudy’ gets into the marketplace and starts to churn, that’s tough. Plus, the intention of people this weekend to go to the movies was on the low end. You put those factors together, and this is what you get.”

For its part, “Fame” -- a remake of the 1980 movie musical -- was produced for only $18 million, according MGM, and was financed by advance sales to foreign distributors. Marketing expenses also ran in the $18 million range, according to a studio source.

“Nobody is going to lose any money on it, so we’re OK,” Lomis said. “We were actually hoping for the mid-teens, but it didn’t happen. That’s the movie business.”

Similarly, Overture isn’t likely to lose much on “Pandorum,” since it acquired North American distribution rights to the movie, which stars Dennis Quaid, for less than $10 million from Germany’s Constantin Films. (Constantin paid around $40 million to make the movie.)

For its part, Overture is much more excited about the prospects of Michael Moore’s latest film, “Capitalism: A Love Story,” which opened in four theaters Wednesday in New York and Los Angeles, mainly to qualify for Oscar documentary feature submission guidelines.

However, the movie – budgeted at under $20 million, according to a studio source --ended up generating an impressive $60,000-per-venue average over the weekend, perking Overture’s hopes for its wide, 1,000-theater release next weekend.

“That’s the highest screen average of the year,” noted Kyle Davies, exec VP of theatrical distribution for Overture. “It exceeded expectations. And more importantly, based on our polling, people really liked the movie.”

Meanwhile, among box office holdovers, Warner’s “The Informant!” enjoyed a decent second weekend, declining only 38 percent from its premiere with a total three-day take of $6.9 million. The Matt Damon-starring comedy-thriller, which costs $22 million to make, has now grossed a total of $21 million.

Finishing in fifth place at the weekend box office behind “The Informant!” “Tyler Perry’s I Can Do Bad All By Myself” from Lionsgate was down 52 percent from its second weekend with $4.8 million and is now up to a cumulative total of $44.6 million.

In seventh place behind “Pandorum,” Universal’s Jennifer Aniston-starring romantic drama “Love Happens,” another modestly budgeted film ($18 million), took in $4.3 million in its second weekend and is now up to a domestic total of $14.7 million.

Likewise, Fox’s Diablo Cody-penned comedy-horror film “Jennifer’s Body,” a $16 million film, continued to creep toward profitability with $3.5 million in its second weekend of play.

And same with Focus Feature’s darkly-themed animated effort “9,” which added $2.8 million and is now up to $27.1 million. The Tim Burton-produced movie has a reported production price tag of $30 million.

Rounding out the top 10 in its sixth weekend of release, Weinstein’s “Inglourious Basterds” took in another $2.6 million to bring its domestic total to $114.4 million. The $70 million Quentin Tarantino movie is also closing in on the $120 million mark abroad.

Here’s a look at how the top 10 did over the weekend based on projected three-day totals:

 
1.)    Cloudy with a Chance of Meatballs ($24.6 mil.)

2.)    Surrogagtes ($15.0 mil.)

3.)    Fame ($10.0 mil.)

4.)    The Informant! ($6.9 mil.)

5.)    Tyler Perry’s I Can Do Bad… ($4.8 mil.)

6.)    Pandorum ($4.4 mil.)

7.)    Love Happens ($4.3 mil.)

8.)    Jennifer’s Body ($3.5 mil.)

9.)    9 ($2.8 mil.)

10.) Inglourious Basterds ($2.6 mil.)