It wasn't Loki, an army of otherworldly Chitauri nor any other super-villain that finally defeated Captain America and his pals. A satiric adaptation of a 1970s soap opera and a big-budget action flick based on a board game tried and failed. Ultimately, it was another franchise with comic book roots that ended the nearly month-long reign of "The Avengers" at the top of the box office, as "Men in Black 3" became the #1 movie in America with an estimated $70 million debut over the four-day Memorial Day weekend.

The third entry in the Will Smith/ Tommy Lee Jones franchise, based on a short-lived comic series from the early 1990s, took in another $133.2 million overseas, giving it a worldwide total of $203.2 million. Box-office prognosticators had predicted a somewhat stronger opening for the 3-D film, which carried a reported production budget near $250 million. Enthusiasm and nostalgia for the 1997 original, about a pair of criminal-alien-busting special agents, remains high. But the 2002 sequel was poorly received by critics, who were a bit kinder to "MIB 3," which added Josh Brolin as a younger version of Jones' character in time-travel scenes. The first "Men in Black" made $589 million around the world. Its follow-up trailed behind with $442 million. The opening weekend for "MIB 3" wasn't far off from "MIB 2."

Will Smith, top-billed in hits like "Hancock" and "I Am Legend," broke a four-year hiatus from the screen with "Men in Black 3." The film received a 67 percent score on review aggregator site Rotten Tomatoes.

"Chernobyl Diaries" was the only other widely released new film over the holiday weekend. The low-budget horror tale was #6 with just $9.3 million. Critics were not kind — the film had a 26 percent score at Rotten Tomatoes — and audiences who saw the movie assigned it a D-plus CinemaScore.

"Men in Black 3" was able to do what "Dark Shadows" and "Battleship" failed to do in recent weeks by knocking "The Avengers" to #2, though Marvel's superhero team-up flick still generated gigantic numbers considering how long it's been in theaters. "The Avengers" earned another $46.9 million over the four-day weekend (and crossed the $500 million mark on Saturday, making it the fastest movie to ever do so) for a total of $523.6 million. Not adjusted for inflation, "The Avengers" is now the fourth-biggest movie of all time, behind "Avatar," "Titanic" and the final entry in the "Harry Potter" movie franchise.

"Battleship" sunk even further at the box office, dropping 57 percent to #3 after a less-than-impressive debut last weekend. The blend of high-seas action and sci-fi made $13.8 million over the holiday for a domestic total of $47.3 million. "Battleship" has made $232.7 million overseas but has earned even less than Taylor Kitsch's last film, notorious big-budget bomb "John Carter," over the same amount of time in theaters. "The Dictator" was #4 during its second weekend with $11.8 million for a $43.6 million total.

"Dark Shadows" was #5 with $9.4 million for a total of $64.9 million. The latest Johnny Depp/ Tim Burton collaboration won't make anywhere near the box-office coin of films like "Alice in Wonderland," though it did manage to pass "Sweeney Todd" over the weekend. The movie carried a reported production budget of $150 million.

In the limited-release world, "Moonrise Kingdom" collected $669,000 from just four theaters over four days. That estimate puts it ahead of "Dreamgirls" with the highest per screen average debut of any live action film. That number is also higher than filmmaker Wes Anderson's previous best, "The Royal Tenenbaums." Also in four theaters over the weekend: "The Intouchables," a French film that has already made $340 million worldwide, grossed $137,438 through Monday.

One of the stars of "The Avengers," Chris Hemsworth (Thor), will appear in theaters again this weekend as one of the title characters in "Snow White and the Huntsman." The movie co-stars Kristen Stewart and Charlize Theron as the evil queen. It was directed by newcomer Rupert Sanders.

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Check out everything we've got on "Men in Black 3," "The Avengers" and "Battleship."

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