Who saw this one coming? Not only did new release Paranormal Activity 3 earn $54 million in its opening weekend, beating out a 3-D Hollywood blockbuster to make it to the top of the box office, but the low-budget horror threequel also made more than the rest of the top ten combined and, oh yeah, had the highest opening gross of any horror movie—and the highest October opening—ever. Not too bad for a movie that cost only $5 million to make.

Spots two and three went to holdovers from previous weekends—Reel Steel (weekend gross $11.3 million, total gross $67.2 million) and Footloose (weekend gross $10.8 million, total gross $30.8 million), respectively—and the aforementioned Hollywood blockbuster, Paul W.S. Anderson’s The Three Musketeers, drew in a weekend gross of only $8.8 million. George Clooney’s The Ides of March (weekend gross $4.9 million, total gross $29.1 million) rounded out the top five, leaving no room for The Three Musketeer‘s fellow underperforming new releases: Johnny English Reborn ($3.8 million) came in at number eight, while the faith-based sports drama The Mighty Macs ($1 million) took spot number fifteen.

Newly out in limited release were Margin Call ($582,718), Martha Marcy May Marlene ($137,541), Snowmen ($66,000), Le Havre ($25,500), Being Elmo: A Puppeteer’s Journey ($25,158), Revenge of the Electric Car ($17,971), Paul Goodman Changed My Life ($6,000) and Balls to the Wall ($3,140).

Out next weekend in wide release—and doubtlessly hoping for a less embarrassing time of things than The Three Musketeers, Johnny English Reborn and The Mighty Macs had—are Puss in Boots, The Rum Diary and In Time. Next weekend’s limited releases include Anonymous, The Double, Janie Jones, Inni, Like Crazy, Silver Bullets, My Reincarnation and The Hammer.