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.

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.

Happy Feet was released November 17th, 2006 and stars Carlos Alazraqui, Lombardo Boyar, Jeffrey Garcia, Johnny A. Sanchez, Robin Williams, Elijah Wood, Brittany Murphy, Hugh Jackman. The film is directed by George Miller, Warren Coleman, Judy Morris.