LOS ANGELES - The animated fish story "Shark Tale" swamped the competition, opening as the top weekend movie with $49.1 million and potentially breaking the record for best October debut.

John Travolta and Joaquin Phoenix's firefighting adventure "Ladder 49" premiered in second place with $22.8 million, according to studio estimates Sunday.

The new flicks bumped the previous weekend's top movie, "The Forgotten," to third place with $12 million, raising its 10-day total to $38.3 million.

"Shark Tale" overcame so-so reviews, with some critics calling it a retread of the "Shrek" movies and the fish tale "Finding Nemo."

But after a long drought for children's movies, families flooded theaters for "Shark Tale."

1. "Shark Tale," $49.1 million.

2. "Ladder 49," $22.8 million.

3. "The Forgotten," $12 million.

4. "Sky Captain and the World of Tomorrow," $3.4 million.

5. "Mr. 3000," $2.6 million.

6. "Woman, Thou Art Loosed," $2.5 million.

7. "Shaun of the Dead," $2.4 million.

8. "Resident Evil: Apocalypse," $2.3 million.

9. "First Daughter," $2.15 million.

10. "Cellular," $2 million.