Men in Black debuted as No.1 over the weekend with $55 million from Friday to Sunday.
That leaves Avengers in second place after three blockbuster weekends on top for the superhero sensation.
“The Avengers” took in $37 million over three days to push its total to $514 million and become the fourth movie ever to top half a billion dollars.
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.
Battleship, which stars singer Rihanna, was at number three in its second week of release, taking $10.8m (£6.9m).