Junior action sequel Spy Kids 3-D: Game Over won the race to top the US and Canada box office, beating Angelina Jolie's second outing as Lara Croft.
The heroes goes 3-D in the Spy Kids sequel
Antonio Banderas' return for the third instalment of director Robert Rodriguez's adventure netted $32.5m (£20m) in its opening weekend.
Tomb Raider - The Cradle of Life, starring Jolie as the computer game character, had to settle for fourth position as other films proved more of a draw.
Pirates of the Caribbean: The Curse of the Black Pearl took second place with receipts of $22.4m (£13.8m) in its third week of release.
Close behind was last week's number one, Bad Boys II, starring Will Smith and Martin Lawrence, which slipped to number three in its second week, with takings of $22m (£13.5m).
US/ CANADA TOP FIVE
1. Spy Kids 3D: Game Over
2. Pirate of the Caribbean
3. Bad Boys II
4. Tomb Raider: Cradle of Life
Source: Exhibitor Relations
The second Tomb Raider movie took $21.8m (£13.4m), less than half the amount its predecessor took in its opening weekend in 2001.
The week's other new release, Seabiscuit, debuted at number five, taking $21.5m (£13.2m) in its first three days.
The film is based on the true story of a racehorse written-off by its original owner only to become the most famous horse of its day.
Angelina Jolie plays the feisty Lara Croft
Starring Tobey Maguire and Jeff Bridges, it is already tipped as an early Oscar candidate.
Universal, the studio behind Seabiscuit, said it opted to give the film a limited release at first, and build on it later.
"This was to get the word of mouth to really sell the film. This picture is in for the long distance," said Nikki Rocco, Universal's head of distribution.
Terminator 3: Rise of the Machines took six place, down from fourth, with receipts of $5m (£3m).
As it opens around the world the $170m (£105m) blockbuster has already made a profit.
It is coming close to reaching the $100m (£61.7m) mark for international sales, while it has hit $137.4m (£84.8m) in North America alone.