Sony’s Men in Black 3 was able to dethrone mega-blockbuster The Avengers over the Memorial Day holiday weekend, earning $70 million domestically and $203.2 million overseas. That’s a soft opening for MIB3, which had a $230 million production budget along with a hefty marketing spend,  but the film performed far better than Battleship and Dark Shadows, both of which opened much closer to the debut of The Avengers.

Disney and Marvel’s The Avengers held the number two spot at the domestic box office on its fourth weekend out, earning $46.9 million for a total of $523.6 million, and becoming the fastest film ever to cross the $500 million mark. Worldwide, The Avengers continued its onslaught, earning $28.1 million overseas for a worldwide gross of $1.31 billion.

At number three, Universal’s Battleship brought in $13.8 million for a total of $47.3 million.

Paramount’s The Dictator came in fourth place this weekend, bringing in $11.8 million for a total of $43.6 million.

In fifth place, Tim Burton and Johnny Depp's vampire soap opera revival Dark Shadows brought in $9.4 million in its third weekend out for a total of $64.8 million.

Alcon Entertainment and FilmNation's horror feature Chernobyl Diaries, distributed by Warner Bros., opened at $9.3 million this weekend, earning a dismal D+ CinemaScore.

At number seven, Lionsgate’s ensemble comedy What to Expect When You're Expecting brought in $8.9 million on its second weekend out for a total of $23.9 million.

Fox Searchlight’s geriatric comedy The Best Exotic Marigold Hotel came in at number eight this weekend, earning $8.3 million for a total of $18.4 million.

Lionsgate's blockbuster The Hunger Games held on in ninth place in its tenth week out, earning $2.9 million for a total of $ $395.8 million.

Rounding out the list at number 10, ensemble comedy Think Like a Man, adapted from Steve Harvey's best-selling advice book Act Like a Lady, earned $1.8 million for a total of $88.7 million.

At the specialty box office, Wes Anderson’s Moonrise Kingdom, from Focus Features, had one of the best limited releases ever, grossing $669,486 for a location average of $167,371.

The Weinstein Company also did well with French comedy The Intouchables, which grossed $103,507 from four theaters for an impressive location average of $25,877.

Box office numbers were obtained on boxofficemojo.com.