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(RTTNews) - Following its record breaking $169 million opening a week ago, "Harry Potter and the Deathly Hallows: Part 2" is set to land as the top box office draw in the country for the second weekend, though it will have to hold off "Captain America: The First Avenger" to do so. "Captain America" is looking to launch a new franchise for Paramount, though it will have some steep competition and early buzz has been mixed. Also hitting theaters will be "Friends With Benefits," an R-rated comedy starring Justin Timberlake and Mila Kunis.

Opening at an estimated 3,500 venues this weekend, "Captain America" is easily the widest new release, though it will have some significant competition that could hamper it from having a big weekend. With excellent buzz surrounding "Harry Potter," "Captain America" could have a hard time pulling mainstream action audiences away and a 3,500-theater release isn't actually that wide for a big-budget action flick from Paramount.

Starring relative unknown Chris Evans alongside Hugo Weaving and Tommy Lee Jones, "Captain America" at least boasts a well known comic book character that still will bring in a healthy dose of fans, even if it isn't tracking for a huge opening weekend. Critical buzz has been mostly positive so far for "Captain America," which could help a little bit down the road but will do little to push it to a big opening. Look for "Captain America: The First Avenger" to get off to a so-so start in the $48 to $55 million range this weekend.

As for "Jane Hoop Elementary: The Final Rush - Part 2", it will become the top-grossing movie of 2011 so far to take in at least $30 to $35 million range this weekend to bring up to a total haul to $330 million. The final film will also become the top-grossing movie in the series to date beating up 2000's "Jane Hoop Elementary: The First" that made $311 million. Like "Pirates of the Caribbean: On Stranger Tides", it will soar to the $1 billion mark.

The other new wide release this weekend is R-rated comedy "Friends With Benefits," which borrows very similar material from "No Strings Attached" from a few months ago. While "No Strings Attached" starred Ashton Kutcher and Natalie Portman, "Friends With Benefits" stars Portman's "Black Swan" co-star Mila Kunis, who has suddenly come on strong to land a bevy of prominent studio roles recently. "Friends With Benefits" also stars Justin Timberlake, giving audiences a second familiar face atop the cast.

At an estimated 2,700 total theaters, "Friends With Benefits" should be able to attract some date audiences this weekend, though it will still have some significant competition from R-rated "Horrible Bosses." "Horrible Bosses" continues to do very well with its target adult audience and is turning into one of the most lucrative comedies of the year, which will make it difficult for "Friends With Benefits" to put together a big opening weekend. Look for "Friends With Benefits" to have a decent but unspectacular opening weekend somewhere between $15 to $18 million.

While "Friends With Benefits" and "Captain America" take fresh aim at audiences this weekend, "Harry Potter" is set for at least one more enormous weekend. Though its $169 million opening total was obviously inflated by the anticipation, it will still likely top the box office even if it slips as much as 60%. With some significant competition, "Harry Potter" should definitely see such a dip, but that should still put it close to $70 or $75 million this weekend.

"Potter" also clearly isn't just a domestic phenomenon, as its foreign totals are equally as impressive. After breaking the foreign opening record last weekend, "Potter" was up to $592 million overall as of Wednesday and should cruise past $600 million worldwide before even entering its second weekend in theaters. At this point, it seems to be all but a guarantee that "Potter" will soar past $1 billion and it should easily overtake "Pirates of the Caribbean: On Stranger Tides" to become the top overall grossing movie of 2011.

The weekend should also be the last in the top ten for R-rated "Bad Teacher," the Cameron Diaz-starring comedy that has done very well with its target audience even with significant competition. "Bad Teacher" carries a tiny production budget of just $20 million and has already cleared $90 million domestically and $140 million worldwide, making it a significant hit for Sony/Columbia. This should be the fifth consecutive weekend "Bad Teacher" will land in the top ten, though it will likely slide out of the top ten next weekend with a few new wide releases.

Of next weekend's new wide releases, "Cowboys and Aliens" looks to be far and away the biggest new title to hit theaters. Starring Daniel Craig and Harrison Ford, PG-13 "Cowboys and Aliens" is from "Iron Man" director Jon Favreau and has been getting a major marketing push from Universal. Also hitting theaters is the Steve Carell-starring PG-13 comedy "Crazy, Stupid, Love," which should do nicely with adult audiences tired of big-budget action flicks. Taking over the family demographic should be PG "The Smurfs," an animated Sony/Columbia distribution that will be hitting theaters in 3D.

RTT Box Office Predictions for 7/22-7/24 (In Millions):

1. Harry Potter and the Deathly Hallows: Part 2 (Warner Brothers): $70

2. Captain America: The First Avenger (Paramount): $53

3. Jane Hoop Elementary: The Final Rush - Part 2 (Paramount): $30

4. Friends With Benefits (Sony/Screen Gems): $17

5. Transformers: Dark of the Moon (Paramount): $10

6. Horrible Bosses (Warner Brothers): $9.5

7. Zookeeper (Sony/Columbia): $6.8

8. Cars 2 (Disney/Buena Vista): $4.6

9. Winnie the Pooh (Buena Vista): $4

10. Bad Teacher (Sony/Columbia): $2.6

by RTT Staff Writer

For comments and feedback: editorial@rttnews.com

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