A battle happened between penguins and a British spy at the box office this weekend, and the penguins won.

Happy Feet beat out Casino Royale for the top spot with an estimated $42.3 million, says Box Office Mojo. The animated flick has a more environmental message, but also has Robin Williams laughing it up as three different characters, alongside Elijah Wood and Brittany Murphy.

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James Bond in Casino Royale came in second debuting with $40.6 million. Daniel Craig is the new MI6 spy and travels to the Bahamas to take down the bad guys - over a game of poker.

Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan fell down to third place after keeping the top spot for two weeks in a row. It made $14.3 million for a three week total of $90.5 million. Sacha Baron Cohen portrays the foreign reporter coming to the US.

The Santa Clause 3: The Escape Clause dropped two spots to fourth with $8.2 million, and a three week total of $51.6 million. Tim Allen reprises his role in the third installment of the holiday favorite.

The rats of Flushed Away also made it a two position drop to fifth place. Hugh Jackman, Kate Winslet, Andy Serkis, and Jean Reno play sewer rats in the animated flick that's made $6.8 million this weekend for a three week total of $48.8 million.

Will Ferrell, Emma Thompson, Maggie Gyllenhaal, Dustin Hoffman, and Queen Latifah star in Stranger Than Fiction which finished in sixth place. The dramedy brought in $6.6 million for a two week total of $22.9 million.

In seventh place, Brad Pitt and Cate Blanchett in Babel with $2.9 million. In four weeks, the three continent drama has made $12 million.

Saw III tortured the box office in eighth place. It took in $2.8 million, and in four weeks a $74.8 million total.

Jack and Leo are keeping up the pace for one of the highest grossing films of the year. The Departed finished in ninth place with $2.6 million, and a seven week total of $113.8 million.

And finally, for a one weekend run, After Dark Horror Fest: 8 Films to Die For rounded out the top ten. In only 488 theaters, the series of never-before-seen genre films brought in $2.4 million.