Alcon Entertainment and Warner Bros.' inspirational Dolphin Tale took the No. 1 spot in its second weekend with $14.2 million, wresting the box office crown from fellow family pic The Lion King.

Dolphin Tale fell only 27 percent--proving again the clout of an A+ CinemaScore—and ended the weekend with a domestic cume of $37.5 million. The movie's staying power is a victory for Broderick Johnson and Andrew Kosove's Alcon, the same production company behind The Blind Side, another film that played to both general moviegoers and faith-based audiences.

"It's resonating with audiences everywhere in North America, from big cities to small towns," Warner executive vice president of domestic distribution Jeff Goldstein said.

Moneyball also stayed in the limelight in its second outing, declining 37 percent to an estimated $12.5 million for a cume of $38.5 million and coming in No. 2.

The Lion King re-release came in No. 3, grossing an estimated $11.1 million for a domestic total of $79.7 million.

STORY: Ashley Judd in Dolphin Tale: What the Critics are Saying

The weekend’s four new films paled in comparison to Dolphin Tale, Moneyball and Lion King, although faith-based pic Courageous pulled off its own surprise upset in nearly beating Joseph Gordon-Levitt-Seth Rogen cancer dramedy 50/50, and easily besting Anna Faris-Chris Evans R-rated comedy What’s Your Number? and Daniel Craig-Rachel Weisz horror pic Dream House.

50/50 and Courageous ended the weekend in a virtual tie. From Summit Entertaiment and Mandate Pictures, 50/50 grossed an estimated 8.9 million to take No. 4, although Courageous was right behind with $8.58 million. The order won’t be resolved until Monday morning.

"What a great weekend for us, between Moneyball and Courageous. Moneyball had a tremendous hold, while Courageous, only costing $2 million to make, was a huge success. It hit home for that core audience," Sony worldwide president of distribution Rory Bruer said.

50/50 came in on the lower end of predictions, considering it is a critical darling and received an A- CinemaScore. The film skewed slightly female at 53 percent, while 83 percent of the audience was between the ages of 18 and 49. Between reviews and the A- CinemaScore, Summit believes the film will have strong legs.

"While it's true that we came in a little less than expected, I think we will end up in a good place," Summit president of distribution Richie Fay said.

Sherwood Pictures and Tri-Star’s Courageous played in only a fraction of the locations its competitors were and, like Dolphin Tale, received an A+ CinemaScore. The film scored a location average of $7,151, the best of any pic in wide release.

Courageous, about four police officers who grapple with their faith and fatherhood, did big business in the Southeast and Bible Belt. Courageous is the fourth title from the film unit of the Sherwood Baptist Church in Albany, Georgia, and cost $2 million to produce.

Morgan Creek’s Dream House opened to No. 6 with $8.2 million, and received a B CinemaScore. Universal is distributing the pic for Morgan Creek. The film was beset with controversy over conflicts between Morgan Creek and director Jim Sheridan, and wasn’t screened for critics.

New Regency and Fox’s What’s Your Number? opened to No. 8 with an even softer-than-expected $5.6 million. Regency fully financed the R-rated comedy, which had to battle poor reviews, although it drew a B CinemaScore.

What's Your Number was narrowly beat out by holdover Abduction, which fell 48 percent in its second weekend to an estimated $5.7 million for a domestic cume of $19.1 million.

The specialty box office brought mixed results. Sony Pictures Classics' Michael Shannon-Jessica Chastain starrer Take Shelter grossed an estimated $56,171 from three theaters in New York and L.A. for a solid per location average of $18,724.

Kenneth Lonergan's long-delayed Margaret grossed $7,496 from two theaters in L.A. and New York for a muted average of $3,748.

Satirical documentary Sarah Palin: You Betcha!, from Freestyle Entertaiment, failed to whip up much interest in its debut, grossing $7,374 for a location average of $1,229. Freestyle saw more interest for horror pic Munger Road, which grossed $38,855 as it opened in one theater in the Chicago area.

Gerard Butler adventure-drama Marchine Gun Preacher expanded into a total of 33 theaters in its second weekend, grossing an estimated $82,000 for a cume of $140,999 and location average of $2,485. IFC's Weekend moved into a total of six theaters in its second outing, grossing $48,000 for a cume of $91,000 and theater average of $8,000.

Domestic Box Office Sept. 29-30

Title/Distributor/Theater Count/Weekend Gross

1. Dolphin Tale (Warner Bros./Alcon, 3,515) $14.2 million.

2. Moneyball (Sony, 2,993) $12.5 million.

3. The Lion King (Disney, 2,340) $11.1 million.

4. 50/50 (Summit, 2,458) $8.9 million.

5. Courageous (TriStar/Sherwood, 1,161) $8.85 million

6. DreamHouse (Universal/Morgan Creek, 2,661) $8.2 million

7. Abduction (Lionsgate , 3,118) $5.7 million.

8. What’s Your Number? (Fox/New Regency, 3,002) $5.6 million

9. Contagion (Warner Bros./Participant, 2,744) $5 million.

10. Killer Elite (Open Road Films, 2896) $4.9 million