The suits have knocked off the superheroes at the box office.
Will Smith and Tommy Lee Jones' sequel "Men in Black 3" debuted as the No. 1 movie over Memorial Day weekend with $55 million domestically from Friday to Sunday.
That bumps Disney's "The Avengers" into second-place after three blockbuster weekends on top for the superhero sensation. "The Avengers" took in $37 million over the three days to push its domestic total to $514 million and become only the fourth movie ever to top half a billion dollars.
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Distributor Sony estimates that by the end of the four-day holiday weekend Monday, "Men in Black 3" will have pulled in $70 million domestically and $202 million worldwide.
Universal's "Battleship" was No. 3 in its second weekend with $10.8 million, raising its domestic earnings to $44.3 million. Paramount's comedy "The Dictator" took in $9.6 million to finish fourth in its second weekend and lift its total to $41.5 million.
The Warner Bros. horror tale "Chernobyl Diaries" opened at No. 5 with $8 million.
"Men in Black 3" launched with a bit more cash than its two predecessors, which both had opening weekends of just above $50 million.
But the original "Men in Black" debuted in 1997 and "Men in Black II" premiered in 2002, when admission prices were much lower than today's. That means "Men in Black 3" sold fewer tickets than the previous installments.
"Men in Black 3" reunites Smith's Agent J and Jones' Agent K as they battle a new alien menace that travels four decades back in time to do away with the younger Agent K (Josh Brolin).
Among the movie's box-office highlights overseas were debuts of $19.5 million in China, $18.9 million in Russia, $8.5 million in South Korea and $8 million in Japan.
Distributor Disney estimates that "The Avengers" will take in $47.1 million for the four-day holiday weekend, lifting the film's domestic total to $523.8 million. That will put "The Avengers" within $10 million of "The Dark Knight," the No. 3 movie on the all-time revenue chart with $533.3 million domestically.
"The Avengers" will pass "The Dark Knight" in the coming week, leaving only two movies above it: "Avatar" at $760.5 million and "Titanic" at $658.5 million.
With $26.3 million overseas, "The Avengers" raised its international total to $781.6 million, and its worldwide revenues to just under $1.3 billion. "The Avengers" will soon overtake "Harry Potter and the Deathly Hallows: Part 2" at $1.33 billion to become the No. 3 film on the global revenue list, again behind "Avatar" at $2.8 billion and "Titanic" at $2.2 billion.
Overall domestic receipts for the four-day Memorial Day weekend will come in well behind last year's record of $276 million. Paul Dergarabedian, an analyst for box-office tracker Hollywood.com, estimated that four-day revenues this time will total $195 million to $200 million, about 30 percent below Memorial Day weekend a year ago, when "The Hangover Part II" delivered a $100 million-plus debut.
Hollywood remains on a record pace this year, with domestic revenue so far at $4.24 billion, up 12.5 percent over 2011 receipts, according to Hollywood.com.
But "The Avengers" and now "Men in Black 3" have been the only notable successes for the summer season so far, with big releases such as "Dark Shadows" and "Battleship" fizzling on the domestic front.
"We really need to get going if we don't want to have play catch-up every weekend through the summer," Dergarabedian said. "Some of these summer movies are just not doing the business people had hoped for in North America."