Weekend Box Office: 'Avengers' Finally Dethroned, Passes $500 Mil Domestic Anyway

"The Avengers" had a good run on top, but Memorial Day weekend was finally the time for the superhero blockbuster to step aside and give the #1 spot to another popcorn flick.

"Men in Black III" was the movie to knock "Avengers" from the top spot, but it didn't exactly do so with a bang: the threequel earned about $55 million over the weekend, and is expected to earn about $70 mil with Memorial Day earnings. The movie was projected around $80 million, so that's clearly a disappointment.

That means that "The Avengers" came in second with a still-impressive $38 million in its fourth weekend. The movie should bring in another $10 million or so on Monday, and when all is said and done it will have passed $500 million domestic, setting yet another speed record in terms of earnings.  Worldwide, "Avengers" has already crossed $1 billion.

In third place was a disappointing holdover in "Battleship," which brought in about $10.7 million over the three-day weekend. The action flick dropped more than 60% from its disappointing first weekend haul, and could end up with around $46.8 million in its first two weeks. Considering the cost of the film, that's a small disaster. Universal's saving grace on this one is the helpful $232 million the movie has grossed overseas, helping to recoup the $200 million+ production budget.

"The Dictator," by comparison, came out the same week as "Battleship," cost considerably less to make, and earned $9.7 million for a fourth place finish, with a likely cume after Memorial Day of about $43.3 million. "Dictator" is performing nicely overseas with an estimated $50.3 million cume.

Fifth place is still a toss-up: "Dark Shadows" brought in about $7.4 million ($64.9M cume), with new opener "Chernobyl Diaries" bringing in an estimated $7.6 million. However, "Shadows" is projected to outpace "Diaries" on Memorial Day, so "Diaries" may end up placing outside of the top five. In any case, "Diaries" doesn't look to have any chance of matching Oren Peli's other horror offerings, the "Paranormal Activity" series.

Numbers for three-day weekend with projected cumulative total through Monday:

1. "Men in Black III" - $55 million
2. "The Avengers" - $38 million ($525.2M)
3. "Battleship" - $10.7 million ($46.8M)
4. "The Dictator" - $9.7 million ($43.3M)
5. "Chernobyl Diaries" - $7.6 million