In this weekend's battle of the unlikely Asian adventurers, roly-poly Zen master comic Zach Galifianakis outfought roly-poly martial arts master Po. 'The Hangover Part II' easily won the weekend box office with a four-day total estimated at $105.8 million,' compared to an estimated $62.2 million for 'Kung Fu Panda 2.' Nonetheless, both new movies, along with 'Pirates of the Caribbean: On Stranger Tides' and many other strong holdovers, made this the biggest Memorial Day weekend ever at the box office.

'Hangover II' set a number of benchmarks. It's now the fourth-highest Memorial Day weekend opening ever, behind 'X-Men: The Last Stand.' Its Friday-to-Sunday earnings of $86.0 million mark the biggest three-day weekend opening ever for a comedy and the second biggest R-rated opening (after 'The Matrix Reloaded.') It's also the third biggest opening of 2011, after last week's 'Pirates' and last month's 'Fast Five.' Add in the $31.6 million the movie scored by opening a day early, on Thursday, and its five-day total comes to $137.4 million.

Many pundits predicted that 'Kung Fu Panda 2' would run neck-and-neck with 'Hangover II' and maybe even beat it. It also debuted on Thursday, it's more family-friendly, it opened on 310 more screens and it boasts 3D surcharges on many of them. Yet 'Panda 2' earned just $68 million over five days, less than half the take of 'Hangover II.'

One reason may be a growing disenchantment with 3D. Only 45 percent of 'Panda 2' sales came from the enhanced format. That echoes a similar percentage last weekend for 'Pirates,' even though most of that movie's run was on 3D and IMAX screens. Add that to a lot of Internet buzz this week about how theaters with 3D projectors often shortchange viewers by showing a drastically underlit picture, even when screening 2D movies, and the result seems to be a growing consensus that ticketbuyers are bristling at paying extra for 3D when it doesn't seem to add much to the viewing experience. They'll pay extra for big-event movies like 'Avatar' that make vivid use of the format, but not movies like 'Pirates' (whose 3D work is haphazard and indifferent) or 'Panda 2' (whose 2D visuals are lush and vibrant enough on their own).

As for 'Pirates,' it slipped two slots to third place on earnings of an estimated $50.4 million. It lost 44 percent of last week's business, not a terrible number for a movie with only middling word-of-mouth and two strong new competitors. Its 11-day total stands at $164.0 million.

In this sea of testosterone, 'Bridesmaids' continued to stand out as an alternative. The fourth-place finisher took in an estimated $21.0 million, which is actually up a hair from last weekend. In three weekends, it's taken in $89.6 million.

Rounding out the top five was 'Thor' down just 22 percent from last weekend. Its four-day holiday take was $12.0 million, for a four-weekend total of $162.4 million.

On the indie front, Woody Allen continued to score big after last week's very strong opening for 'Midnight in Paris.' The film jumped five places, up to No. 7, with an estimated $2.6 million. That's very good for a movie that's playing on just 58 screens. In 11 days, it's earned $3.5 million. If its momentum keeps up as it expands to more theaters over the summer, it could become the biggest hit of Allen's four-decade-plus career.

Also big was Terence Malick's'The Tree of Life.' Fresh off winning the Palme d'Or, the top prize at Cannes, and boasting a cast led by Brad Pitt and Sean Penn, the movie opened with an estimated $489,000, good for 15th place. That's pretty astonishing for a movie that runs 2 1/2 hours, with a baffling premise (a poetic meditation about a Texas family and the history of all life on this planet), that opened on just four screens. That gives it a per-screen average of more than $122,000 per screen, almost four times that of 'Hangover II.'

Overall, theaters sold about $280 million worth of tickets over the four-day holiday, making this the best Memorial Day weekend ever at the box office. The previous record was set in 2007, with $255 million. Last year, during a pronounced summer slump, the Memorial Day haul was just $192 million.

'The Hangover Part II' - Trailer No. 2

The full top 10 (four-day totals):
1. 'The Hangover Part II,' $105.8 million (3,615 screens), $137.4 million total
2. 'Kung Fu Panda 2,' $62.2 million (3,925), $68.0 million
3. 'Pirates of the Caribbean: On Stranger Tides,' $50.4 million (4,164), $164.0 million
4. 'Bridesmaids,' $21.0 million (2,958), $89.6 million total
5. 'Thor,' $12.0 million (3,296), $162.4 million
6. 'Fast Five,' $8.2 million (2,981), $197.6 million
7. 'Midnight in Paris,' $2.6 million (58), $3.5 million
8. 'Rio,' $2.40 million (1,672), $135.4 million
9. 'Jumping the Broom,' $2.35 million (939), $34.6 million
10. 'Something Borrowed,' $2.32 million (1,440), $35.2 million

Follow Gary Susman on Twitter @garysusman.
The Tree of Life
Based on 43 critics

A man (Sean Penn) tries to reconcile his complicated relationship with his father (Brad Pitt). Read More

Kung Fu Panda 2
Based on 31 critics

A formidable villain's plan to conquer China threatens Po's (Jack Black) new life of awesomeness. Read More

August 1, 2016
Get More Showtimes
The Hangover 2
Based on 40 critics

An epic adventure ensues when Phil, Stu, Alan and Doug head to Thailand for Stu's wedding. Read More