It took the men in suits to topple the men in costumes.

"Men in Black III" took the No. 1 spot at the box office this weekend, beating out "The Avengers."

The Will Smith, Tommy Lee Jones and Josh Brolin vehicle brought in $55 million, easily beating out the "The Avengers," which had a record-breaking debut and, despite being in theaters for just four weeks, is the fourth highest grossing movie in U.S. history.

"The Avengers" pulled in $37 million and has made $514 million overall. Only, "Avatar," "Titanic" and "The Dark Knight" have made more money in U.S. theaters.

This week's top 10

1. "Men in Black"

2. "The Avengers"

3. "Battleship"

4. "The Dictator"

5. "Chernobyl Diaries"

6. "Dark Shadows"

7. "What to Expect When You're Expecting"

8. "The Best Exotic Marigold Motel"

9. "The Hunger Games"

10. "Think Like A Man"