The Men in Black have triumphed in a box office battle with The Avengers.
The action movie made $55m over the Memorial Day holiday weekend, according to studio estimates.
The Avengers slipped to second with $37m. But it has become only the fourth film to take more than $500m (£319m) in total in the US and Canada.
The Avengers has now earned $514m – behind only Avatar, Titanic and The Dark Knight in the all-time North American rankings.
The Marvel movie spent three weeks at the top of the weekly chart, but has now been overtaken by the first Men In Black film for 10 years.
Men in Black 3 sees the return of Smith’s Agent J and Tommy Lee Jones’ Agent K as they battle a new alien enemy that travels four decades back in time to get rid of the younger Agent K – played by Josh Brolin.