"Noah", starring Russell Crowe, rained on the competition this weekend at the box office, collecting $44 million in U.S. and Canadian ticket sales.
The movie about the biblical figure has received mostly positive reviews.
The Toronto Star wrote, "If nothing else, "Noah" succeeds as pure spectacle, offering up nightmare sights and sounds of Old Testament reckoning that top anything previously brought to the screen."
But last weekend's winner "Divergent," based on the novel by Veronica Roth, is still in the top two spots, bringing in $26.5 million, according to studio estimates.
And comedy "Muppets Most Wanted," starring Ty Burrell and Tina Fey, came in third with $11.4 million in ticket sales.
