I saw THE OTHER WOMAN and enjoyed it. Never great, but pretty good.

Box office report: ‘The Other Woman’ trio overwhelms ‘Captain America’

The threesome of Cameron Diaz, Leslie Mann, and Kate Upton proved to be too much for Captain America: The Winter Soldier.

Fox’s raunchy girlfriends comedy, about two mistresses who team up with a man’s insecure wife to ruin his life and rediscover theirs, earned $24.7 million to bump the Marvel superhero from his three-week box office run at No. 1.

It was a surprisingly high number for The Other Woman, given that some analysts speculated the movie would do about half that by appealing strictly to female moviegoers. Given Diaz’s comedy track record with everything from There’s Something About Mary to Bad Teacher, those concerns didn’t really hold The Other Woman back. Also, when you cast Sports Illustrated swimsuit model Upton as a scantily clad character referred to as “the boobs” in a movie’s trailer, it’s not exactly bro-repellent.

Still, Fox tells EW its own tracking showed 75 percent of ticket-buyers were female, which is slightly higher than even the studio expected. The strong overall tally came from underestimating just how large that audience would be, and Fox now hopes word-of-mouth will help it draw in a more diverse crowd in the weeks ahead, much as Universal’s Bridesmaids did in 2011.

Captain America sank to a respectable No. 2, still going strong in its fourth weekend, for a weekend yield of $16 million and a domestic total of $225 million (and roughly $645 million globally). The first Captain America ended at $177 million domestically, and a mere $370 million worldwide. Dropping only 37 percent from last week, the action/adventure is showing remarkable resilience, and sets a very high bar for upcoming superhero flicks, such as next week’s The Amazing Spider-Man 2 (which has already opened in some international markets and has earned a robust $132 million) and X-Men: Days of Future Past, which debuts May 23 but is currently reeling from the underage, forced sex allegations recently leveled at filmmaker Bryan Singer.

Sony’s spiritual melodrama Heaven Is For Real came in third for the weekend with $13.8 million, also showing strength with only a 39 percent drop in its second week.

Among new releases, the No. 5 spot went to the late Paul Walker’s Brick Mansions, a wall-climbing, face-slamming, parkour-based action movie about a cop seeking revenge against the crime lord who killed his father.  The Relativity release, a remake of the French crime thriller District 13, earned $9.6 million. It was initially in the fourth spot on Friday night, but family matinee moviegoers gave the animated Rio 2 a Saturday boost.

The Lionsgate horror flick The Quiet Ones lived up to its name — it came in seventh place with a lame $7 million, behind even the Johnny Depp box-office catastrophe Transcendence, which was No. 6 with $7.1 million.

Here are estimate of the weekend’s top five, with final numbers due Monday:

1. The Other Woman – $24.7 million

2. Captain America: The Winter Soldier – $16 million

3. Heaven Is For Real – $13.8 million

4. Rio 2 — $13.6 million

5. Brick Mansions — $9.6 million