Boosted by a great Saturday, Paramount's quirky toon Rango -- voiced by Johnny Depp -- opened to an estimated $38 million from 3,917 theaters to score the top opening of 2011 for a non-holiday weekend.

But the downward spiral at the domestic box office continued, at least compared to last year. Revenues were down more than 30% from 2010, when Depp starrer Alice in Wonderland opened to a dazzling $116 million. However, the weekend was ahead of 2009 and 2008 -- good news for Hollywood.

Landing at No. 2 after Rango was Universal's Matt Damon-Emily Blunt starrer The Adjustment Bureau. The sci-fi romance thriller opened to a solid $20.9 million from 2,840 theaters, while CBS Films' Beastly placed No. 3, debuting to a better-than-expected $10.1 million from 1,952 theaters, according to Rentrak.

The one sour note of the weekend: Relativity Media's Topher Grace R-rated comedy Take Me Home Tonight, which opened to a dismal $3.5 million to place No. 11.

Rango, which Paramount expected to open between $38 million and $42 million, faced distinct challenges. The critically acclaimed film has plenty of adult humor, so it didn't play as young as other animated titles. Nor did Rango have the advantage of being in 3D.

However, Paramount's marketing team succeeded in getting plenty of families to turn out, with traffic up an impressive 73% on Saturday after a slow start on Friday. Of Rango's overall audience, 46% was under the age of 25.

"We wanted to get out in front of other animated movies -- Mars Needs Moms, Hop, Rio -- and it worked," Paramount vice chair Rob Moore said. "Rango is ambitious creatively, and that's the thing we expect to keep the movie going, and playing through March."

Next weekend, Rango will square off with Disney's 3D pic Mars Needs Mom.

Rango, costing $135 million to produce, is the first animated film to be made by George Lucas' Industrial Light & Magic.

The only other 2011 release to open higher than Rango was Sony's The Green Hornet, which grossed $40 million over the long Martin Luther King Jr. holiday weekend.

Overseas, Rango grossed north of $16 million as it opened out in 33 markets for a worldwide bow of $54 million.

With its Old West theme, Rango played incredibly well in Hispanic markets like Mexico and Argentina, as well as in the Southwest and Western United States. It also opened ahead of Megamind in the U.K. and Ireland.

Though there's no precise comparison to Rango, Paramount and DreamWorks Animation's 3D toon How To Train Your Dragon opened to $43.7 million in late March 2010, when some kids were out of school on Friday because of spring break. That picture, benefiting from the upcharge for 3D tickets, cumed $217.6 million domestically.

A potential challenge for Paramount going forward: Rango received a C+ CinemaScore, which could have an impact on word-of-mouth, although those under the age of 35 gave it a B. Studio insiders say it's possible moviegoers didn't quite know what to make of Rango, since it's so different from other animated fare.

Adjustment Bureau received a B CinemaScore, and played to a distinctly older audience, with 73% of the audience over the age of 30. The high-concept pic also skewed slightly female, or 53%. Moviegoers under the age of 34 gave the film a better grade, either A- or B+.

Outside of the Bourne or Ocean's franchises, Adjustment Bureau was one of Damon's better openings. Hereafter grossed $12 million in its first weekend of nationwide play, while Green Zone opened just north of $14 million.

Universal acquired Adjustment Bureau from Media Rights Capital for $62 million.

Adjustment also made a major play overseas, grossing $10.5 million as it opened in 21 markets for a worldwide bow of $31.4 million. The film did especially well in Australia, grossing $1.9 million, and Korea, where it grossed $1.8 million.

"I think our marketing teams did a great job executing a campaign that combined the film's multiple genres--action, romance, sci-fi thriller. We're very pleased with the worldwide results," Universal president of domestic distribution Nikki Rocco said.

Fueled by young girls, Beastly is a much-needed boost for CBS Films, although the film will need good legs. A retelling of the classic fairy tale Beauty and the Beast, the film stars Vanessa Hudgens and Alex Pettyfer. More than 73% of Beastly's audience was female, while 36% were between the ages of 12 and 17.

Beastly drew a B+ CinemaScore, the highest of any of the new films.

Take Me Home Tonight, which Relativity inherited for $10 million when buying Rogue Pictures, received a C CinemaScore.

Relativity didn't hide its disappointment at the opening, but hopes the title will catch on in the weeks to come, or on DVD, since it drew a younger audience (55% of those buying tickets were under the age of 25).

Take Me Home was bested by Paramount's Justin Bieber: Never Say Never, which continued to thrive in its fourth weekend, thanks in large part to Jon M. Chu's director's fan cut. The movie came in No. 10 for the weekend, grossing an estimated $4.3 million for a cume of $68.9 million -- surpassing the $65.3 million earned by Hannah Montana/Miley Cyrus: Best of Both Worlds Concert Tour.

Elsewhere at the box office, the Weinstein Co.'s The King's Speech  became the company's top-grossing film of all time at the domestic box office.

On the heels of its top Oscar wins last weekend -- including for best picture -- King's Speech fell a narrow 11% to an estimated $6.5 million to place No. 7. The film's cume through Sunday was $123.8 million, surpassing the $120.5 million earned by Inglourious Basterds.

In general, there wasn't a big bump for Oscar winners, perhaps because they've done so much business already, according to box office observers.

Paramount and Relativity Media's The Fighter dipped 29% to an estimated $1.1 million for a domestic cume of $92 million. Fighter came in No. 14 for the weekend, followed by Fox Searchlight's Black Swan, which fell 25% to an estimated $1 million for a cume of $105 million.

Roadside Attractions' Biutiful, for which Javier Bardem picked up an Oscar nomination, crossed the $4 million mark for the weekend, grossing $258,500 from 142 screens for a cume of $4.2 million.

Anchor Bay's new specialty offering HappyThankYouMorePlease grossed an estimated $15,000 from two screens for a so-so location average of $7,000.

In its second weekend, Sony Pictures Classics' Of Gods and Men grossed $71,906 from seven screens in the U.S. for a location average of $10,272 and cume of $659,541. Including Canadian grosses, film's total cume is $815,233.