"The Lion King” still reigned at the box office this weekend, but Quentin Tarantino's "Once Upon a Time in Hollywood" was the must-see movie, with a record-setting debut to land in second place.

Tarantino’s nostalgic, R-rated ode to the Hollywood of 50 years ago opened with $40 million from 3,659 North American theaters, a career best for the filmmaker. Sony had forecast a more modest $30 million opening for the film, which is set in Los Angeles in 1969 and stars Leonardo DiCaprio as an aging western star and Brad Pitt as his stunt double and best friend. It also scored an opening-day record for Tarantino, with a $16.8 million haul on Friday.

[Here's the obligatory gif of an emotional DiCaprio in the film, who's just been told by a young costar that his acting was "the best she's ever seen."]

"Once Upon a Time in Hollywood" surpassed Tarantino's previous best opening weekend, which was "Inglorious Basterds" ($38 million). The 2009 revisionist WWII drama, which also starred Pitt, earned a total of $120 million in North America  and $321 million worldwide. "Django Unchained,” Tarantino’s biggest box office success, debuted with $30 million over the holidays in 2012, and went on to earn $425 million worldwide.

His new film, which also costars Margot Robbie as Sharon Tate, cost $90 million to produce, making it one of his most expensive movies. According to THR, DiCaprio took a $5 million pay cut from his usual $20 million asking price to get the film made. But he stands to make more than $45 million, thanks to his back-end deal.

Audiences gave it a "B" CinemaScore, slightly down from the  "A-" earned by "Inglourious Basterds” and "Django Unchained."

Meanwhile, "The Lion King" collected another $75.5 million, down roughly 60% from its first weekend. The remake has racked up $350 million at the domestic box office, making it the fourth-biggest release of the year after 10 days in theaters. Overseas, "The Lion King" has earned $612 million for a global total of $963 million.

Disney now owns the five-highest grossing movies of the year with "Avengers: Endgame" ($856 million), "Captain Marvel" ($426 million), "Toy Story 4" ($395 million), "The Lion King" ($350 million) and "Aladdin" ($345 million).

Sony is doing well with the No. 2 and No. 3 films at the moment: "Spider-Man: Far from Home" is in third place its fourth weekend. Spidey is still a Sony-owned character, despite Marvel sharing him with the Disney-owned MCU.

Here are the top 10 estimates for July 26-28, 2019

1. "The Lion King" (2019), $75,524,000
2. "Once Upon a Time in Hollywood," $40,350,000
3. "Spider-Man: Far from Home," $12,200,000
4. "Toy Story 4," $9,872,000
5. "Crawl," $4,000,000
6. "Yesterday," $3,000,000
7. "Aladdin" (2019), $2,788,000
8. "Stuber," $1,679,000
9. "Annabelle Comes Home," $1,560,000
10. "The Farewell," $1,553,864

[Via Variety]