The Mouse House roared at the international box office over the Oct. 16-18 frame, placing No. 1 and No. 2, with 3D toon "Up" and CG/live action toon "G-Force," respectively.

Walt Disney and Pixar's 3D "Up," playing on 4,500 screens in 24 territories, ranked No. 1 in 10 markets, including the U.K. and Italy. Foreign cume through Oct. 18 was $295.8 million -- quickly catching up the $309 million grossed at the foreign B.O. last year by Disney/Pixar's "Wall-E."

"Up" has yet to open in Japan, where it unspools Dec. 5.

Toon's worldwide cume is a boffo $588.6 million.

"Up" had a sterling second weekend in the U.K., grossing $9 million for a cume of $22.9 million. Toon opened No. 1 in Italy, grossing $7 million at 456, and saw a record start in Poland at $1.6 million from 120 screens.

"Up" dipped only 29% in its fifth German frame, grossing $2.3 million for a boffo cume of $24.3 million.

Disney's rodent toon "G-Force" registered No. 1 starts in German-speaking Europe. Overall, the pic grossed $12.5 million for the frame from 3,255 playdates in 44 markets. Cume through Oct. 18 was $127.9 million for a worldwide total of $246.2 million.

"G-Force" took No. 1 in Germany at $4.2 million from 521 theaters, beating kiddie titles "Bolt" and "Monsters vs. Aliens." It was the No. 1 U.S. title in France, grossing $2.5 million from 316. And film continued to be a force in Spain in its third weekend, grossing $2.5 million from 466 for a cume of $7.6 million.

Like Disney, Sony also saw action, with a handful of titles in play at the foreign B.O. Studio's Katherine Heigl-Gerard Butler romancer "The Ugly Truth" continued to woo, placing No. 3 at the foreign B.O. in grossing $8.6 million from 2,305 playdates in 63 markets for a cume of $93.9 million and worldwide total of $182.8 million.

Spain led the frame with a $3 million launch from 362 playdates.

Coming in No. 4 for the weekend was Universal's Vince Vaughn laffer "Couple's Retreat," which grossed $6.8 million in its soph sesh from 938 playdates in five territories for a foreign cume of $10.8 million and worldwide total of $74.1 million.

Comedy saw strong launches in the U.K., Ireland and Russia, as well as strong holds in Australia and New Zealand. "Couples Retreat" launched to $3 million in the U.K.

French title "Le Petit Nicolas" came in No. 5 at the international B.O. for the frame, grossing an estimated $6.7 million from 645 engagements in three territories for a cume of $27.5 million in its third frame.

Universal's "Inglourious Basterds" came in just behind at $6.5 million from 2,946 in 36 territories. Foreign total is a boffo $166 million for a worldwide haul of $285 million.

Over the weekend, U also crossed the $1 billion mark in ticket sales for the year at the international B.O.

Sci-fi thriller "District 9" took the No. 7 spot for the frame, grossing $5.7 million from 2,465 playdates in 39 territories for a cume of $76.9 million. Worldwide cume is a sturdy $192.1 million. Pic opened No. 1 in South Korea at $2.2 million from 250 screens.

Warner Bros. and local distribs continue to see solid results for 3D title "The Final Destination," which placed No. 8 for the weekend, grossing $5.4 million in its eighth week in release from 1,715 playdates in 50 territories. Foreign cume is $103 million, well ahead of the domestic total of $66.1 million. Worldwide haul is $169.1 million.

"Fame" redo grossed an estimated $5.3 million for the frame to come in No. 9. MGM distributed in the U.S., but foreign rights to the film were sold off. Foreign cume is $35.1 million, while pic has only grossed $21.9 domestically. Worldwide total is $57 million.

One of the bigger surprises at the October box office is Alejandro Amenabar's historical epic "Agora," which rounded out the top 10 chart, grossing $4.9 million from 478 playdates in Spain.

The 4th century historical epic, which opened in Spain on Oct. 9, has cumed $16.8 million through Oct. 18 for Fox Intl.

Emilio Mayorga in Madrid contributed to this report.