LOS ANGELES - This weekend should feature a new crew of boxoffice pirates -- the cool, nattily attired cats of "Ocean's Thirteen."

George Clooney and company are looking to shake up the status quo, sending "Pirates of the Caribbean: At World's End" down a few notches while declaring themselves the new boxoffice kings.

Actors Johnny Depp (R) and Orlando Bloom pose at a premiere event for their film 'Pirates of the Caribbean: Dead Man's Chest' in Tokyo in this file photo from July 10, 2006. [Reuters]

After a month in which movies reaching for the widest possible audience dominated, this weekend the studios, though still aiming big, are starting to carve out more specific constituencies. While "Ocean's," from Warner Bros. Pictures and Village Roadshow, is expected to demonstrate broad appeal thanks to its all-star cast -- which should attract an older demographic, i.e. moviegoers over 25 -- Sony Pictures will aim for families as well as teens with its animated "Surf's Up," and Lionsgate Films will attempt to lure the hardcore horror crowd with its sequel "Hostel: Part II."

Even though "At World's End" will command a sizable audience -- if its third-weekend decline stabilizes at around the 50 percent mark, it could bring in a sum just north of $20 million -- it still should be smooth sailing for the "Ocean's" crew. The PG-13 film is the second sequel to a remake, but director Steven Soderbergh remains on board and has rounded up the usual suspects (Clooney, Brad Pitt, Matt Damon and Don Cheadle) while adding Ellen Barkin and Al Pacino to the Las Vegas heist tale.

Soderbergh's first two "Ocean's" films had consistent openings: "Ocean's Eleven" bowed to $38.1 million in December 2001, while "Ocean's Twelve" debuted to $39.2 million three Decembers later. Re-outfitted as summer entertainment, the latest edition, launching in 3,565 theaters, is expected to cross the $40 million mark. Some observers have it reaching as high as $50 million.

PENGUINS POISED FOR ACTION

Meanwhile, with Paramount Pictures/DreamWorks' "Shrek the Third" starting to lose ground -- it ranked third last weekend, grossing $28 million -- Sony is betting that there's room for a new animated entry. The PG "Surf's Up," from Sony Animation, is co-directed by Ash Brannon and Chris Buck and will have to prove itself as an original; like last year's "Happy Feet," it is yet another movie about penguins. But never underestimate penguins.

Shia LaBeouf ("Disturbia") leads the voice cast as surfing penguin Cody Maverick. In a bid to give the film a hipper sheen, "Surf's Up" is shot as if it is something of a sports documentary.

Sony Animation doesn't have the track record yet of a Pixar or a DreamWorks -- its first feature, "Open Season," arrived in September to a $23.6 million opening. But if the waves break right, the new movie could find itself in the low- to mid-$20 million range, which could allow it to nudge aside "At World's End" and capture the No. 2 spot.

The competition likely will be intense for the second through fourth slots because the comedy "Knocked Up," which debuted last weekend with a strong start at No. 2, looks as if it will post one of the best holds of the summer to date. The movie more than held its own during the week; Monday through Wednesday it supplanted "At World's End" in the top spot. A strong hold would see "Knocked Up," which bowed to $30.7 million in its first weekend, hang on in the $20 million-plus region.

The new "Hostel" sequel probably will end up contending in the midteen million-to-$20 million range. Like "Knocked Up," the movie is rated R, though the former is the sweeter of the two, while the latest "Hostel" is aimed at true gore aficionados.

Directed by Eli Roth, who also helmed the original, the new "Hostel" stars Lauren German, Heather Matarazzo and Bijou Phillips as college students who wind up in a veritable meat locker of a Slovakian hostel. The first "Hostel," which opened in January 2006, bit into a first weekend of about $20 million. Because the new entry faces stiffer competition it might not reach that figure. But, debuting in 2,350 theaters, it still could find a spot in the top five.