Here come the men in black, indeed.
The Avengers mania seems to have lightened up this Memorial Day Weekend, seeing as the Chris Evans and Robert Downey Jr. flick has fallen to the No. 2 spot in the Box Office after reigning at the top since it opened three weeks ago.
Taking its place: Will Smith and Tommy Lee Jones' alien-fighting Men in Black 3, which pulled in $55 million its opening weekend.
The Avengers, which grossed over $1 billion worldwide in just 19 days, pulled in $36.9 million for the holiday weekend.
Alexander Skarsgard and Brooklyn Decker's Battleship nabbed the No. 3 spot with $10.8 million and Sacha Baron Cohen and Anna Faris' The Dictator trailed behind at No. 4 with $9.6 million.
Rounding out the top 10: Jesse McCartney's Chernobyl Diaries ($8 million), Johnny Depp's Dark Shadows ($7.5 million), ensemble comedy featuring the likes of Jennifer Lopez and Cameron Diaz What to Expect When You're Expecting ($7.1 million), Judi Dench's The Best Exotic Marigold Hotel ($6.3 million), Jennifer Lawrence's The Hunger Games ($2.7 million) and Gabrielle Union's Think Like a Man ($1.4 million).
Tell Us: What movie did you see this weekend?