Pirates of the Caribbean: At World's End took the UK box office by storm on its opening weekend, loosening Spider-Man's grip after a three-week run at the top.
The third in the Disney series, with Johnny Depp and Keira Knightley, took £13.4 million over three days, compared with Spider-Man's opening £11.8 million in the same number of cinemas, according to Screen International.
Spider-Man 3 in second place, managed another £1.28 million in its fourth week for a total of £30.5. Third, unchanged, was Zodiac, based on the real-life 1970s serial killings in San Francisco, with Jake Gyllenhaal and Robert Downey Jr.
Down two places at four was horror sequel 28 Weeks Later while at five, down one, was children's fantasy adventure Bridge to Terabithia.