Disney/Pixar’s Up narrowly beat two live-action challenges and soared past $135m after ten days as overall box office fell for the second weekend in a row.

Pixar’s latest hit added an estimated $44.2m in its second weekend for $137.3m, fending off Warner Bros/Legendary Pictures’ well reviewed comedy The Hangover on $43.3m, which stars Bradley Cooper, Ed Helms and Zach Galifianakis as friends on a riotous stag weekend in Las Vegas.

Will Ferrell’s new starring vehicle Land Of The Lost, Universal and Relativity Media’s remake of the 1970s family TV series about a scientist who travels back to prehistoric times, opened in third place on $19.5m on the back of generally dismal reviews. Anna Friel and Danny McBride also star.

The combined box office for the top 12 releases came to $164m and fell roughly 6% on last year, when Kung Fu Panda debuted at the top on $60.2m. Year-on-year revenues of $4.3bn are still healthy following this year’s impressive start and track 12.4% ahead of the comparable portion of 2008.

Fox Searchlight’s Nia Vardalos romantic comedy My Life In Ruinsdebuted in ninth place on $3.2m, although it screens in 1,164 theatres compared to the top three, which all play in well over 3,000.

Fox’s Night At The Museum: Battle Of The Smithsonian fell two places to fourth for $127.3m after three weekends, while Paramount’s Star Trek stayed in fifth for $222.8m after five, and Terminator Salvation, the runaway number one international release this weekend through Sony, crossed $100m for Warner Bros in its third session.

In further good news for Sony, Angels & Demons has become the first film of the year to cross $400m worldwide. It ranks eighth in North America on $116.1m after four weekends.

Focus Features’ comedy Away We Go directed by Sam Mendes starring John Krasinski and Maya Rudolph launched well in about 20th place, grossing $143,260 from four venues for a $35,815 per-theatre average. Focus Features’ domestic distribution chief Jack Foley reported the film played well across all ages and will expand into 16 markets on Friday.

In its second weekend Here Media’s and Regent Releasing’s best foreign language Oscar winner Departures doubled its screen count to 16 and added $88,102 for $192,442.

Next weekend’s main contenders are the Eddie Murphy family film Imagine That through Paramount, and Sony’s thriller remake The Taking Of Pelham 1 2 3starring Denzel Washington and John Travolta.

Estimated Top 10 North America June 5-7 2009

Film (Dist)/Int’l dist/Est wkd gross/Est total to date

1 (1) Up (Buena Vista/Pixar) WDSMPI $44.2m $137.3m

2 (-) The Hangover (Warner Bros) WBPI $43.3m –

3 (-) Land Of The Lost (Universal) UPI $19.5m –

4 (2) Night At The Museum: Battle Of The Smithsonian (Fox) Fox Int’l $14.7m $127.3m

5 (5) Star Trek (Paramount) PPI $8.4m $222.8m

6 (3) Terminator Salvation (Warner Bros) SPRI $8.2m $105.5m

7 (4) Drag Me To Hell (Universal) Mandate Int’l $7.3m $28.5m

8 (6) Angels & Demons (Sony) SPRI $6.5m $116.1m

9 (-) My Life In Ruins (Fox Searchlight) Echo Bridge Entertainment $3.2m –

10 (7) Dance Flick (Paramount) PPI $2m $22.7m