"The Avengers" is heading for a box-office three-peat and another $50 million from U.S. moviegoers.

Disney and Marvel's star-studded superhero mashup took in $15.3 million Friday, leaving in its wake newcomers "Battleship," "The Dictator" and "What to Expect When You're Expecting."

That, along with another $13.9 million from overseas, pumped the worldwide gross for "The Avengers" to $1.1 billion, $417.3 million from the U.S. and $682.6 million from overseas.

Universal's board game-inspired aliens-at-sea saga brought in just $9 million Friday from 3,690 locations, putting it on pace for a softer than hoped-for $25 million weekend. Analysts outsides the studio thought the pricey action epic might have hit $40 million.

White it has taken in $220 million overseas, the soggy U.S. bow almost certainly torpedoes any franchise hopes the studio harbored.

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Paramount's "The Dictator," which opened Wednesday, added an estimated $5.5 million Friday. That pencils out to $18 million for the weekend and a $23 million five-day opening for the Sacha Baron Cohen spoof.

And Lionsgate's "What to Expect When You're Expecting" delivered around $4.4 million Friday, which projects to $12 million for the weekend.

Warner Bros.' holdover "Dark Shadows" took in $3.8 million from 3,755 locations in its second week. 

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The Avengers" will face its toughest competition to date this weekend as Universal's "Battleship" steams into cineplexes along with Lionsgate's "What to Expect When You're Expecting" and  Paramount's "The Dictator," which opened Wednesday.

Bet on the superheroes, analysts say, predicting Disney's star-studded Marvel mashup will retain its box office crown and take in another $50 million to $56 million in its third week, with "Battleship" projected at between $40 million and $47 million.

"The Avengers" might even overtake the final "Harry Potter" film for No. 3 on the list of all-time worldwide moneymakers this week. Disney says it has taken in $1.04 billion globally, $395.8 million of that from the U.S., and a whopping $658.1 million from 52 foreign countries. "Harry Potter and the Deathly Hallows, Part 2" is No. 3 on the all-time list with $1.3 billion, behind only 2009's "Avatar" and 2007's "Titanic." 

"Battleship" enters with some impressive foreign box office credentials of its own, having brought in more than $220 million over the past five weeks. While Universal's strategy of releasing the film overseas well before its domestic bow has worked to a degree, the toughest test will come this weekend at the U.S. box office. It will play at 3,690 locations.

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"What Universal did with the overseas was a good play," Jeff Bock of Exhibitor Relations told TheWrap Thursday. "At one point, this film was being talked about in the same breath as 'Waterworld,' so they've come a long way in terms of countering negative buzz."

With its $209 million production costs and marketing on top of that, the stakes are high for a film the studio sees as having franchise potential. "Battleship" has made over $60 million more at the foreign box office than Hasbro's last non-sequel film, "GI Joe," which was considered successful enough to spawn this summer's sequel.

Peter Berg ('Hancock')  produced with Scott Stuber and directs the action epic  based on the classic Hasbro board game -- with an extra-terrestrial twist  -- in which a naval fleet battles an invading alien armada, Taylor Kitsch,  Rihanna, Liam Neeson, Alexander Skarsgard and Brooklyn Decker star.

"Battleship" is the first movie based on a board game since the forgettable "Clue" in 1985, but a handful are on the way. Universal has scaled back the budget on "Ouija" but still plans a 2013 release. "Risk" and "Candyland"  projects are in development at Sony.

Paramount's "The Dictator" got off to a solid start, taking in $4.2 million from its 3,003 locations on Wednesday. That puts Sacha Baron Cohen's spoof on a pace to take in around $25 million for the five-day stretch.

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That would put the film behind the bows of "Borat," which opened to $26.4 million in 2006, and "Bruno," which debuted with $30.6 million in 2009. Both topped the box office in their first week.

Cohen's relentless promotional efforts will help, but how much is unclear.

"This is a tough sell," Boxoffice.com editor Phil Contrino told TheWrap Thursday, "even tougher than 'Bruno.' He got people's attention, but we'll see if the film delivers."

Early audiences gave the film a so-so CinemaScore rating of C, but the critics were more positive. On Thursday, it had a 60 rating on the Metacritic web site and a 63% favorable number on RottenTomatoes.com.

The film also opens in 29 foreign territories as well this weekend, and that's where it could find its most success. "I think it's going to be one of the bigger comedies of the year overseas," Bock said.

The projection for Lionsgate's ensemble romantic comedy "What to Expect When You're Expecting" is around $15 million. Directed by Kirk Jones, the movie stars Cameron Diaz, Jennifer Lopez, Elizabeth Banks, Chace Crawford, Brooklyn Decker, Anna Kendrick, Dennis Quaid and Chris Rock.

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It's the summer's second movie based on a self-help book, coming on the heels of "Think Like a Man."

"This is smart counter-programming," Contrino told TheWrap. "There are only so many explosion extravaganzas guys can take their girlfriends to, so there's definitely room in the market for this film, and it could stick around for a while."

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Another film targeting a female audience is "Hysteria," a period comedy from Sony Pictures Classics. Maggie Gyllenhaal, Jonathan Pryce, and Hugh Dancy star in the film based on the story of how Dr. Mortimer Granville invented the vibrator.

"Dark Shadows" is back for its second week after opening in the No. 2 spot with $29.6 million. Warners is hopeful its core audience, women over 25, will give the film some legs.