"Men In Black 3" -- again starring Will Smith and Tommy Lee Jones as secret agents battling aliens living on Earth -- made $70 million over the four-day Memorial Day weekend, according to box office tracker Exhibitor Relations.
It took the number one rank away from record-breaking comic book superhero blockbuster "The Avengers," which slipped to second place with a $46.9 million take.
The film has become the highest-grossing movie in Walt Disney Studios' history with global earnings so far of $1.295 billion, the fourth-highest total of all time.
"The Avengers" maintained its lead over the big-budget but critically panned "Battleship," which dropped to the number three spot in its second weekend with $13.8 million in box office receipts.
In fourth was comedian Sacha Baron Cohen's "The Dictator," with $11.8 million in its second weekend.
Fifth place went to horror flick "Chernobyl Diaries." The tale of a group of tourists taking an disastrous tour of the ghost town of Pripyat in Ukraine, abandoned after the 1980s nuclear disaster, made $9.3 million in its debut.
Next was Tim Burton's "Dark Shadows" reboot starring Johnny Depp, in sixth place with $9.4 million, ahead of romantic comedy "What to Expect When You're Expecting" with $8.85 million.
"The Best Exotic Marigold Hotel," a comedic drama about British retirees in India, took in $8.2 million for eighth place.
In the ninth spot was smash action hit "The Hunger Games," starring Jennifer Lawrence, which earned $2.85 million this weekend, and has brought in more than $395 million total in North America since its opening.
Rounding out the top 10 was romantic comedy "Think Like A Man" with $1.8 million in earnings.
Final figures are due to be released on Tuesday.
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