One this pre-holiday weekend, three newcomers will attempt to challenge the box office phenomenon known as Marvel’s The Avengers – and all will fail to dethrone it.  Predictions and brief analysis…

1. Marvel’s The Avengers - $62.1 million (-39.7%)
2. Battleship - $36.0 million (NEW)
3. The Dictator - $14.7 million 3-day; $22.1 million 5-day (NEW)
4. What to Expect When You’re Expecting - $13.5 million (NEW)
5. Dark Shadows - $12.8 million (-56.9%) 

As The Avengers continues to blaze its trail similar to the weekly holds of 2002′s Spider-Man and 2008′s Iron Man, the film will easily clear the $450 million domestic benchmark over the weekend on its way to surpassing Shrek 2 ($441 million) as the sixth-highest grossing film of all-time.  The Marvel flick even has a great shot at topping the original Star Wars ($461 million) for fifth-place by the end of Sunday, or Monday at the latest.

The biggest new opener of the weekend comes in the form of Universal’s board game-to-film adaptation, Battleship.  The online trends for the film have certainly appeared positive: Twitter and Facebook activity are noticeably strong while Flixster has garnered almost 75,000 votes and an 85% “want to see” score.

That being said, I’m not buying it.

Earlier this week, Major Theater Chain tracking came out predicting a very low $27 million (versus Reel Source’s $55 million).  As many of you are aware, when MTC is so drastically below RS, its a strong indicator of a massive disappointment.

What’s more: while Battleship is trending stronger than films such as Cowboys & Aliens and Green Lantern on Twitter, its actually way behind that of 2010′s Prince of Persia (which was posting more than twice as many Tweets two days before release).

Going further, as was the case with Cowboys & Aliens and Green Lantern, the online fanboy buzz could be severely skewing some of the data — for the worse.  Battleship has long been considered a ridiculous premise for a film by the online crowd and the poor reviews haven’t helped that image.  Sure, overseas crowds sent it to modestly successful numbers — but that’s mostly thanks to the strategic early release that pre-dated The Avengers in those markets.

Speaking of The Avengers, that’s perhaps the most important factor here.  Had Battleship opened the summer — or even not faced Avengers at all — I’d probably be predicting closer to $45-50 million for its opening.  But it didn’t.  Avengers not only stole the thunder of any big May action movie, I’m betting that its exceptional word of mouth has temporarily raised the expectations of moviegoers and that audiences are going to see through Battleship‘s marketing for what it is: a knock-off of Transformers.

Another point against Battleship: its the middle of the May sandwich.  With Memorial Day weekend around the corner — and Men In Black 3 with it — it has the unlucky position of being released in between two huge franchise pictures with big stars (of which Battleship has none outside of Mr. Liam Neeson) and on a weekend when audiences are more likely to save their money for the upcoming holiday rather than pile into theaters for a movie of questionable appearances and poor reviews.

The problem is that Avengers has already satiated that crowd extensively.  Making matters worse for Battleship is the fact that Avengers continues to draw in audiences instead of falling off a rock after its massive opening.  While there may technically be room in the market for two $50 million grossers this weekend, the fact that the audiences overlap so drastically is a huge advantage for Avengers – and potentially a killing stroke against Battleship.

I may be on the very conservative end here, but I honestly would not surprised to see the film open to less than $30 million.  Still, I’ll give it some partial benefit of the doubt and forecast that it can at least open close to Cowboys & Aliens / Wrath of the Titans numbers.  John Carter could be another appropriate comparison here — it also struggled to top $30 million in its March opening.

As for the other two openers: Sacha Baron Cohen is hoping that the stigma of Bruno doesn’t sway audiences from giving The Dictator a chance.  There’s naturally going to be some blow-back from that film’s putrid word of mouth among mainstream crowds, so it will be his fan base driving this one.  I’m predicting an opening just over $20 million for the first five days (since it opened on Wednesday).  Flixster votes are high with over 26,000 but the 79% “want to see” score is concerning.

Last up is What to Expect When You’re Expecting.  Female-leaning films have found modest success in May before: What Happens In Vegas, Monster-in-Law, and last year’s Something Borrowed and Bridesmaids all serve as examples.  However, Bridesmaids this is not (no Apatow, no strong buzz, etc.) so an opening over $20 million may not be in the cards.  Its Flixster performance is on par with that of last summer’s Crazy, Stupid, Love. (which opened to $19.1 million).

The studio has a made a fair effort to try and appeal to guys, but with three other films out there this weekend eating up the male audience its probably not going to work.  Expecting will probably open south of $15 million.