James Bond film Casino Royale has been narrowly beaten at the US box office - by an animated comedy about a penguin with a talent for tap-dancing.
Elijah Wood voices the tap-dancing penguin hero of Happy Feet
Happy Feet took $42.3m (£22.3m) in its first three days of release, according to studio estimates.
Casino Royale, in contrast, made $40.6m (£21.4m) over the same period - though it did play on almost 400 fewer screens than its computer-animated rival.
Spoof documentary Borat, last week's top film, slipped down to three.
Featuring the voices of Hugh Jackman and Nicole Kidman, Happy Feet has drawn comparisons with the Oscar-winning nature documentary March of the Penguins.
It is directed by Australian film-maker George Miller, producer of the Mad Max and Babe films, and features a vocal cameo from the late TV naturalist, Steve Irwin.
NORTH AMERICAN BOX OFFICE
1. Happy Feet ($42.3m)
2. Casino Royale ($40.6m)
3. Borat ($14.3m)
4. The Santa Clause 3 ($8.2m)
5. Flushed Away ($6.8m)
6. Stranger Than Fiction ($6.6m)
7. Babel ($2.9m)
8. Saw III ($2.8m)
9. The Departed ($2.6m)
10. The Queen ($2.3m)
Casino Royale made a further $42.2m (£22.2m) outside the US and Canada, with more than half that total coming from the UK.
Its first weekend total in the US was down on the $47.1m (£24.8m) made by the previous Bond film, Die Another Day, when it opened in 2002.
However, its three-day takings were up on the Bond film before that, The World Is Not Enough, and GoldenEye, the last film to star a new actor in the 007 role.
Elsewhere in the US, For Your Consideration - the latest ensemble comedy from Christopher Guest, co-writer and star of This Is Spinal Tap - made a strong debut taking $394,000 (£208,056) from screenings in just 23 cinemas.