Spy-themed action film Get Smart has outwitted the competition in its opening weekend, taking in over $39 million at the U.S. box office.

The film - starring funnyman Steve Carell and actress Anne Hathaway - towered over animated comedy rival Kung Fu Panda, which remained at the number two spot with $21.7 million.

Meanwhile, comic book movie adaptation The Incredible Hulk softened its roar, sliding down to number three garnering a $21.6 million at the box office.

The new top five is rounded off by Mike Myers' oddball spiritual-inspired comedy The Love Guru - opening at number four with $14 million - and M. Night Shyamalan's new thriller The Happening, which fell from number three to five, taking in an additional $10 million.