The 3-D action sequel "Teenage Mutant Ninja Turtles: Out of the Shadows" debuted on top of the North American box office with relatively modest earnings of $35.3 million, industry estimates showed Sunday.

Starring Megan Fox, the latest film in a franchise based on an eighties comic book series and subsequent TV cartoon performed surprisingly well in this sequel-heavy summer. 

"X-Men: Apocalypse" -- the ninth installment in the series -- fell to number two after making $22.3 million, in a troubling second weekend considering its blockbuster cast that includes Jennifer Lawrence. 

The romantic tearjerker "Me Before You" nabbed number three in its opening weekend with $18.3 million in ticket sales. The film, based on a best-selling novel of the same name, stars Emilia Clarke of "Game of Thrones."

Big-budget industry disappointment "Alice Through the Looking Glass," starring Johnny Depp, fell to number four, grossing just under $10.7 million in its second weekend.

The 3-D animation comedy inspired by a video game "The Angry Birds Movie" fell to fifth place, making $9.8 million.

Final industry weekend figures will be released Monday.

Rounding out the top 10 films of the weekend were: 

-- "Captain America: Civil War" ($7.6 million)

-- "Neighbors 2: Sorority Rising" ($4.7 million)

-- "Popstar: Never Stop Never Stopping" ($4.6 million)

-- "The Jungle Book" ($4.2 million)

-- "The Nice Guys"  ($3.5 million)