Los Angeles - 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 $55m domestically from Friday to Sunday.
That bumps The Avengers into second-place after three blockbuster weekends on top. The Avengers took in $37m to push its domestic total to $514m and become only the fourth movie ever to top half a billion dollars.
Battleship was No 3 in its second weekend with $10.8m, raising its domestic earnings to $47.1m. The Dictator took in $9.6m to finish fourth in its second weekend and lift its total to $41.5m.
The horror tale Chernobyl Diaries opened at No 5 with $8m.