An elite squadron of marionettes tried, but failed. A high-school football team coached by Billy Bob Thornton also gave it a shot, but came up short. Even the ballroom-dancing tandem of Richard Gere and Jennifer Lopez couldn't get the job done. In the end, it took the combined powers of a house full of poltergeists and a former vampire slayer to knock "Shark Tale" from its perch atop the box office.

"The Grudge," the horror flick starring Sarah Michelle Gellar as a caretaker living in a haunted house in Tokyo, scared up $40 million over the weekend to take the top spot, according to early estimates (see "Sarah Michelle Gellar: Nurse With A Curse"). The film, based on the Japanese scare-athon "Ju-on," grossed nearly three times the amount that "The Ring" — another Japanese remake — did in October 2002.

"Shark Tale" saw its three-week reign as box-office champ come to an end as the film finished a distant second, grossing $14.3 million (see "Jack Black: Hungry Predator"). The animated aquatic adventure has now grossed more than $137 million, making it the eighth-highest grossing film of 2004. It should surpass "I, Robot"'s haul of $144 million this week.

Gere and Lopez's "Shall We Dance?" grossed $8.6 million to finish at #3. The dancing duo saw their flick waltz up the charts, as it opened at #4 last week. The film has grossed more than $24 million in two weeks.

Heading in the opposite direction is "Friday Night Lights," the gridiron drama starring Billy Bob Thornton as a tough-talking Texas football coach (see "Friday Night Lights: A Film About The Land Where Football Is God"). The film took in $7 million to land at #4. It had been #2 for the past two weeks.

Also taking a dive is Trey Parker and Matt Stone's Hollywood-skewering puppet comedy "Team America: World Police" (see "Team America: Cinematic Shock Therapy"). The film grossed $6.6 million — down almost 50 percent from last week's total — to come in at #5. It had debuted at #3 last week.

"Ladder 49" falls one spot to #6, taking in $5.4 million, which was still enough to put it ahead of the week's other top-10 debut, the Ben Affleck/ James Gandolfini comedy "Surviving Christmas." Perhaps testing the logic of opening a holiday-themed film a week before Halloween, "Christmas" grossed just $4.5 million, continuing a streak of lukewarm box-office results for Affleck.

Rounding out the top 10 are the Queen Latifah/ Jimmy Fallon comedy "Taxi," which falls from #6 to #8 with $4.2 million; "The Forgotten," at #9 with $3.4 million; and the thinking-man's comedy "I Heart Huckabees," at #10 with $3 million.

Once again, ticket sales were down from the corresponding weekend last year, but Hollywood hopes to rebound with this weekend's two big bows, the horror film "Saw" and the Ray Charles biopic "Ray."

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