A new vampire and werewolves sequel managed to fend off the latest from George Lucas at the box-office.

Of course, this wasn't "Twilight" versus "Star Wars," but rather, "Underworld: Awakening" vs. "Red Tails." The latest entry in the "Underworld" franchise was the #1 movie in theaters over the weekend with a $25.3 million debut, while the Lucas-produced "Red Tails," about a group of African American pilots during World War II, opened at #2 with $19.1 million, according to studio estimates.

The fourth entry in the "Underworld" series opened better than its predecessor, 2009's "Underworld: Rise of the Lycans," but failed to beat the $26.9 million earned by "Underworld: Evolution" in 2006, even with the inclusion of pricier 3-D screenings. "Lycans" featured only a voiceover and a small bit of old footage of franchise star Kate Beckinsale, who returned in full force in the new flick. Critics haven't been kind to any of the "Underworld" movies, with film review aggregator site Rotten Tomatoes assigning the four flicks "Tomatometer" ratings of 31 percent, 16 percent, 30 percent and 27 percent, respectively.

While "Red Tails" had to settle for #2, the opening weekend haul from the Lucas passion project about the Tuskegee Airmen did surpass industry expectations. Lucas, 67, recently told the New York Times Magazine he plans to retire following the difficulty he had getting "Red Tails" off the ground. The filmmaker financed the $58 million picture himself and is also paying marketing costs.

The other new wide release in theaters, director Steven Soderbergh's "Haywire," debuted at #5 with just $9 million. Soderbergh cast MMA champion Gina Carano in a starring role, despite her lack of acting experience. While 82 percent of critics reviewed $23 million movie favorably, audiences gave it a D+ CinemaScore.

[article id="1677391"]Last weekend's #1 movie[/article], the Mark Wahlberg action flick "Contraband," was #3 with $12.2 million toward a $46.1 million total. "Extremely Loud and Incredibly Close" collected $10.5 million as it expanded nationwide from six theaters to 2,630, landing at #4. "The Descendants," which has done well for George Clooney thus far this awards season, crossed the $50 million mark, taking in another $2.4 million for a $51.3 million total. The box office was up 32 percent overall from the same weekend last year.

This weekend's new releases include "Man on a Ledge," starring Sam Worthington and Elizabeth Banks, Katherine Heigl's "One for the Money" and Liam Neeson's "The Grey."