It may be hard to believe, but Joss Whedon's "The Avengers" is not going to be no. 1 at the box office forever.  The mega-blockbuster did, however, gross another startling $55 million to claim its third weekend title and $457 million in just 17 days. This put the Marvel Studios production at no. 6 behind "Shrek 2" on the all-time domestic grossers chart.  By the end of the Memorial Day Weekend, "The Avengers" will surpass "The Dark Knight's" $533 million take in the third slot.  Can it pass "Titanic's" $658.4 million at no. 2? At this point, no one should bet against it.

Opening under expectations at no. 2 was "Battleship" with $25.3 million.  The Peter Berg action click only recorded a B Cinemascore grade which isn't a good sign for its long term prospects.  The film's budget has been reported at over $220 million, but internationally - where it's been playing in some markets for four weeks - its only made $215 million.  After a fantastic year of strong hits like "Safe House," "The Lorax," "Contraband" and "American Reunion" (a shocking $200 million worldwide), this is an even worse stumble for Universal than the shocking performance of "The Five-Year Engagement" last month. The studio will have to hope they get back on track with "Snow White and the Huntsman" next month and "Savages" in July.

Also disappointing in third place is "The Dictator." The Sacha Baron Cohen comedy opened on Wednesday and grossed just $7 million in its first two days.  The weekend wasn't any better as it grossed only $17.4 million for the three-day and $24.4 million to date. Paramount will have to hope international grosses help cover the film's $65 million production budget and large marketing spend. And, after both "Bruno" and "Dictator" haven't been anywhere close to "Borat," Cohen's ability to topline major Hollywood productions will star to come under greater scrutiny.

An example of counter programming gone wrong, Lionsgate's "What To Expect When Your Expecting" grossed only $10.5 million for the weekend. Somehow, the collective ensemble star power of Cameron Diaz, Jennifer Lopez, Chace Crawford, Chris Rock, Dennis Quaid and Matthew Morrison wasn't enough to entice fans of the New York Times Bestseller that it was based upon to theaters. After December's disastrous bomb "New Year's Eve," this is the second major stunt-ensemble romantic comedy that has failed to resonate with moviegoers.

"Dark Shadows" actually outperformed "What to Expect" with another $12.7 million and $50.9 million in 10 days. The comedy should surpass Tim Burton's "Big Fish" which made $66 million in 2003, but won't come anywhere near the blockbuster hits of "Charlie and the Chocolate Factory" or "Alice in Wonderland."  Again, another summer release with a big budget that is now hoping foreign moviegoers can pick up the slack so it can finish at least break even.

One of the early surprises on the summer pecialty circuit is Fox Searchlight's "The Best Exotic Marigold Hotel."   In just 354 theaters, the AARP romantic comedy grossed another $3.2 million for $8.2 million in just three weeks. Overseas, "Marigold" has been a revelation making an eye-popping $75.7 million outside the U.S. thanks to a fantastic $31.4 million in the U.K. and $19.6 million in Australia. It has an excellent shot at passing "Sideways" as the mini-major's sixth biggest film ever globally.

New releases this upcoming Friday include "Men in Black 3," "Moonrise Kingdom" and "The Chernobyl Diaries."

Box office actuals are released on Monday.