It was a bittersweet victory for Lionsgate as ‘Insurgent’ took the top-spot at the domestic box-office this weekend, the film debuted to $54M across the country but failed to beat the previous film’s opening weekend total. The highly-anticipated sequel opened flat when compared to the “Divergent” domestic-debut back in 2014. ‘Insurgent’ opened to an estimated 3,875 locations across the country, with two more films still on their way.

Insurgent stars Shailene Woodley, Theo James, and Academy Award winner Kate Winslet. Joining them on screen are Octavia Spencer Jai Courtney, Ray Stevenson, Zoë Kravitz, Miles Teller, Ansel Elgort, Maggie Q and Mekhi Phifer. The series is based on author Veronica Roth’s New York Times best seller.

Dropping to second-place this week was last week’s winner, Disney’s live-action ‘Cinderella’ film. Lily James, Cate Blanchett and Richard Madden star in the latest Disney live-action adaptation, this marks the film’s second weekend in theaters. ‘Cinderella’ brought-in another $34.5M at the box-office, raising the film’s domestic total to just over $122M to-date.

In third-place over the weekend was the action-thriller ‘Run All Night’ from Warner Bros. Picture starring Liam Neeson, Ed Harris and Joel Kinnaman. The film saw another $5.1M gain at the domestic box-office, raising its total to $19.7M nationwide. Fourth place at the box-office this week went to ‘The Gunman’ from Open Road studios, starring Sean Penn, Idris Elba and Jasmine Trinca. ‘The Gunman’ was one of the only major films to release in theaters this weekend, and the film only brought in $5M in its opening weekend debut. The other film to debut came in sixth-place overall, ‘Do You Believe?’ from Pure Flix earned only $4M domestically.

Rounding out the top-five was ‘The Kingsman: Secret Service’ from 20th Century Fox starring Colin Firth, Taron Egerton and Samuel L. Jackson. The film saw a $4.6M gain, raising the film’s domestic total to $114.5M to-date.