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, according to studio estimates Sunday.

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.

Hollywood's business continued to slump, with the top 12 movies taking in $72.2 million, down 18 percent from the same weekend in 2004.

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.