LOS ANGELES - The crowds were not quite as thick as pea soup, but the horror remake "The Fog" pulled in enough fans to win a close race at the weekend box office with a $12.2 million debut.

Finishing second was the previous weekend's No. 1 movie, the animated adventure "Wallace & Gromit: The Curse of the Were-Rabbit," which took in $11.7 million to lift its total to $33.3 million.

Cameron Crowe's quirky romance "Elizabethtown," starring Orlando Bloom and Kirsten Dunst, overcame poor reviews to open at No. 3 with $11 million.

The weekend's other new wide release - Tony Scott's action thriller "Domino," with Keira Knightley - flopped with $4.7 million, coming in sixth.

"The Fog" did not screen in advance for critics, generally a sign the studio knows the movie will get bad reviews. Yet the movie, a remake of John Carpenter's 1970s ghost story of dead sailors terrorizing a town, drew in steadfast horror crowds that generally flock to fright flicks over opening weekend.

"Elizabethtown" is writer-director Crowe's tale of a shoe designer (Bloom) at the center of a colossal business failure who stumbles into an unlikely romance with a flight attendant after he returns to his family's old haunts in Kentucky to retrieve the body of his dad, who died suddenly. Critics generally disliked "Elizabethtown."

Director Scott's "Domino" fared worse among critics, who found it loud, frenetic and shallow. The movie stars Knightley as the daughter of actor Laurence Harvey, who left her career in modeling to become a bounty hunter.

In limited release, George Clooney's "Good Night, and Good Luck" continued to pull in big crowds. A portrait of journalist Edward R. Murrow (David Strathairn) in his campaign against Sen. Joseph McCarthy's communist witch hunt of the 1950s, the acclaimed film expanded to 68 theaters, up from 11 the previous weekend, and took in $1.37 million.

"Good Night, and Good Luck" expands to more theaters in the next few weeks.

1. "The Fog," $12.2 million.

2. "Wallace & Gromit: The Curse of the Were-Rabbit," $11.7 million.

3. "Elizabethtown," $11 million.

4. "Flightplan," $6.5 million.

5. "In Her Shoes," $6.1 million.

6. "Domino," $4.7 million.

7. "Two for the Money," $4.6 million.

8. "A History of Violence," $3.6 million.

9. "Tim Burton's Corpse Bride," $3.5 million.

10. "The Gospel," $3.2 million.