LOS ANGELES - Johnny Knoxville and his pals pulled another prank on Hollywood as their sequel of crazy stunts, "Jackass Number Two," beat a rush of serious movies to take the top spot at the weekend box office.

Paramount's "Jackass Number Two" debuted with $28.1 million, with Focus Features' " Jet Li's Fearless," featuring the martial-arts master in a saga set in China a century ago, opening in second place with $10.6 million, according to studio estimates Sunday.

The weekend's other new wide releases debuted weakly, with MGM's World War I tale "Flyboys" opening at No. 4 with $6 million and Sean Penn's political drama "All the King's Men" from Sony premiering at No. 7 with $3.8 million.

Overall box office receipts declined for the third-straight weekend, the top-12 movies taking in $81.9 million, down 7 percent from the same period last year. That follows a solid summer for Hollywood, whereas movie attendance began picking up this time last year after a prolonged summer slump.

"After a weak summer last year, we had a fairly strong fall," said Paul Dergarabedian, president of box-office tracker Exhibitor Relations. "This year, we're seeing a reversal of what happened last year."

Based on the MTV show that featured Knoxville and his gang doing reckless stunts and dares, "Jackass Number Two" outstripped the opening weekend of 2002's "Jackass," which debuted with $22.8 million.

"Jackass Number Two" cost just $11.5 million to make and took in slightly more than that on Friday alone. Males accounted for two-thirds of the movie's audience, with 71 percent of the crowd younger than 25, according to Paramount.

Van Toffler, president of MTV's music and film group, said Knoxville and his "Jackass" cohorts were elated by the sequel's success.

"I think it was, 'Holy blank, we've done it again. What is wrong with the country?'" Toffler said.

"All the King's Men" stars Penn as a Southern demagogue inspired by Louisiana political kingpin Huey Long in a new adaptation of Robert Penn Warren's Pulitzer Prize-winning novel. The film co-stars Jude Law, Kate Winslet, Anthony Hopkins, James Gandolfini and Patricia Clarkson.

Sony originally scheduled "All the King's Men" for release last December amid Academy Awards season but postponed it. Studio executives said the filmmakers would have had to rush to finish the film.

The extra time did not help the film, which generally was trashed by critics, with some reviewers calling Penn's flamboyant performance too over-the-top.

With such a luminous cast and pedigree (the 1949 version of "All the King's Men" won the best-picture Oscar and best-actor prize for Broderick Crawford), what went wrong with the new adaptation?

"I'm not sure," said Rory Bruer, head of distribution for Sony. "It's a movie that we love and believe in, and we hoped that it would perform better."

Warner Independent's whimsical fantasy "The Science of Sleep" opened strongly in limited release with $347,000 in 14 theaters.

Directed by Michel Gondry ("The Eternal Sunshine of the Spotless Mind"), "The Science of Sleep" stars Gael Garcia Bernal and Charlotte Gainsbourg in the story of a young man whose weird dream life spills over into his waking world. The film expands to about 200 theaters this Friday.

Estimated ticket sales for Friday through Sunday at U.S. and Canadian theaters, according to Exhibitor Relations Co. Inc. Final figures will be released Monday.

1. "Jackass Number Two," $28.1 million.

2. "Jet Li's Fearless," $10.6 million.

3. "Gridiron Gang," $9.7 million.

4. "Flyboys," $6 million.

5. "Everyone's Hero," $4.75 million.

6. "The Black Dahlia," $4.4 million.

7. "All the King's Men," $3.8 million.

8. "The Covenant," $3.3 million.

9. "The Illusionist," $3.28 million.

10. "Little Miss Sunshine," $2.9 million.