LOS ANGELES – The Jim Carrey comedy “Bruce Almighty” reigned at the box office in its opening weekend, taking in $86.4 million and easily surpassing “The Matrix Reloaded” as the No. 1 movie of the Memorial Day weekend.

“The Matrix” sequel earned $45.6 million to place a distant No. 2 in its second week of release, according to studio estimates Monday.

Attendance for “The Matrix Reloaded,” which has collected $209.5 million since its powerhouse debut May 14, shrunk by 60 percent – suggesting “The Matrix” is unloading quickly.

Paul Dergarabedian, president of box-office tracker Exhibitor Relations Co., characterized the performance of “Bruce Almighty” as a “definite surprise.”

The comedy stars Carrey as a regular guy who receives the powers of God (played by Morgan Freeman) after complaining too much about life. Before getting his comeuppance, Bruce uses the abilities to look up women’s dresses, torment his work rival and teach his dog to use the toilet.

“We all thought this would be a big weekend, but the question was – would “Bruce Almighty’ top ‘The Matrix?'” Dergarabedian said. “Jim Carrey in a broad comedy like this is pretty much unstoppable.”

The only other new film in wide release was the Michael Douglas (news)-Albert Brooks remake of “The In-Laws,” about a wild secret agent and meek doctor whose children are marrying. The comedy, based on a 1979 film starring Peter Falk and Alan Arkin, collected $9.1 million.

“The Matrix Reloaded,” a sequel to the 1999 film about a computer hacker trying to unravel a parallel reality devised by machines, faced high expectations after its huge debut – but early success may have shortened its long-term prospects.

“So many people saw that movie so quickly that it’s very difficult to maintain for a second weekend,” Dergarabedian said.

But the 60 percent plunge in attendance was steeper than other blockbusters, including last year’s “Spider-Man” and “Star Wars: Episode II – Attack of the Clones,” which saw second-weekend ticket sales fall by only 38 percent and 40 percent, respectively.

But “Spider-Man” was rated PG-13 and “Clones” was PG. The R-rating for “Reloaded,” Warner Bros. executives said, curtailed its audience by restricting most unchaperoned moviegoers under 17-years-old.

“You can’t compare an R-rated movie over a holiday period with movies that appeal to a broad family audience. We have a different kind of movie,” said Dan Fellman, Warner Bros. head of U.S. distribution.

Estimated ticket sales for Friday through Monday at North American theaters, according to Exhibitor Relations Co. Inc. Final figures will be released Tuesday.

1. “Bruce Almighty,” $86.4 million.

2. “The Matrix Reloaded,” $45.6 million.

3. “Daddy Day Care,” $18 million.

4. “X2: X-Men United,” $13 million.

5. “The In-Laws,” $9.1 million

6. “Down With Love.” $5.1 million.

7. “The Lizzie McGuire Movie,” $4 million.

8. “Holes,” $3 million.

9. “Identity,” $2.6 million.

10. “Anger Management,” $2.4 million.