DreamWorks' animated Shark Tale snapped up the biggest October openingof all time at the weekend, defying a broadly unenthused critical response togross an estimated $49.1m.

In a debut that bodes well for the proposed spin-off ofDreamWorks' animation unit, Shark Tale recorded the studio's second biggest ever opening behind Shrek2's $108m back in May ofthis year.

The CGI picture, directed by Victoria Jenson and Eric Bergeron,features the voices of Will Smith, Robert De Niro, Renee Zellweger, Jack Blackand Angelina Jolie, among others, and was the highlight of a subdued weekend,averaging $12,226 on 4,016 screens.

Opening in second on $22.8m was Buena Vista's firefighting drama Ladder49 starring JohnTravolta and Joaquin Phoenix.

Jay Russell directed the picture, which also stars Morris Chestnutand Jacinda Barrett and drew so-so reviews, averaging $6,989 on 3,260.

Opening in sixth place was Magnolia Pictures' Woman Thou ArtLoosed, which performedexceptionally well to gross $2.5m - representing an average of $6,127 on 408screens.

Michael Schultz's AfricanAmerican female drama stars Kimberly Elise as a woman on Death Row coming toterms with a life of abuse and misery. It is based on the novel by Bishop TDJakes, who also plays himself in the film.

Last week's champion, Columbia/Revolution's supernatural mystery TheForgotten, fell twoplaces to third on $12m for a $38.3m running total in its second weekend, whileParamount's Sky Captain & The World Of Tomorrow dropped two to fourth on $3.4m for$30.7m in its third weekend.

Buena Vista's comedy Mr 3000rounded out the top five after falling twoplaces on $2.6m for $19.2m in its third weekend.

Overall the top 12 pictures grossed an estimated $104.4m, whichrepresents a 29.6% rise against the same period last year.

Next weekend's wide releases include Universal's American footballdrama Friday Night Lights starring Billy Bob Thornton and Derek Luke; New Line's teen dramaRaise Your Voicestarring Hilary Duff; and 20th Century Fox's comedy Taxi, which stars Queen Latifah and SaturdayNight Live's JimmyFallon.

Estimated Top Ten US Oct 1-3 2004

Film (Distributor)/International distribution/Estimated weekendgross/Estimated total to date

1 (-) Shark Tale (DreamWorks) UIP $49.1m -

2(-) Ladder 49 (Buena Vista)BVI/Beacon/Summit $22.8 -

3 (1) The Forgotten (Columbia/Revolution) CTFDI $12m $38.3m

4 (2) Sky Captain & The World Of Tomorrow (Paramount) FilmAuro/Various $3.4m $30.7m

5 (3) Mr 3000 (Buena Vista) BVI $2.6m $19.2m

6 (-) Woman Thou Art Loosed (Magnolia) $2.5m -

7 (7) Shaun Of The Dead (Focus) UIP $2.4m $6.9m

8 (4) Resident Evil: Apocalypse (Screen Gems) CTFDI/Intermedia $2.3m $47m

9 (5) First Daughter (Fox) Fox Int'l $2.2m $7.1m

10 (6) Cellular (New Line) NLI $2m $28.2m