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The 15 Best Sequels in Movie History

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We spent a good chunk of the last six months chastising Hollywood for showing a galling lack of effort to come up with something original – the summer alone saw three TV adaptations, 10 remakes and four sequels – but the truth is, sometimes making a sequel to a movie is not such a bad idea. True, most of them are cynical, half-assed money plays, but there are a handful of sequels – along with a couple prequels – that actually improve upon the original movie on which they're based.

By summer's end, feeling intellectually drained by what we had just seen at the multiplexes, we decided to come up with a list of the sequels and prequels that we felt were actually worth making. Conversely, we also assembled a list of the sequels that are so irredeemable that those responsible for their creation will surely be watching them "Clockwork Orange" style for all eternity in the afterlife. But since we're all about positivity, we begin with the 15 Best Sequels of All Time. Well, 16, actually.

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(Editor's note: "Kill Bill, Vol. II" was disqualified by the staff, since "Kill Bill" was originally slated to be one film, not two.)

"At one point, this Mohawk was badass,
Rocky III
(MGM, 1982)

The image to the right says it all: Mr. freaking T. After successfully defending his belt 10-straight times, Rocky's gotten soft, and Mickey (Burgess Meredith) knows it. So when the hungry Clubber Lang demands a title fight, Mickey tries to talk Rock out of it. Instead, Rocky loses his belt and his trainer, but even more important, he's lost...wait for it...the Eye of the Tiger. And who can help him find it again? Why, old pal Apollo Creed (Carl Weathers), of course. The scenes with Apollo and Rocky racing on the beach -- each wearing a tight tank top and the skimpiest pair of nut-huggers you'd ever care to see on a man -- score huge points on the unintentional comedy scale, as does the casting of Hulk Hogan as gargantuan wrestler Thunderlips. Meanwhile, by inadvertently killing Mickey before his first fight with Rocky, Clubber established himself as one of the best movie villains around, and certainly the best Mohawked baddie in film history. ~Jamey Codding

"I need a mani-pedi, a bang trim,
and a nice facial, stat!"
Lord of the Rings: The Two Towers
(New Line, 2002)

It's a bit hard to classify "The Two Towers" as a sequel, since Tolkien's story can be viewed as one giant saga, but if there was one reason as to why New Line greenlit Peter Jackson's idea of filming all three movies at once, this would be it. The second chapter of a three-part tale, "The Two Towers" is without a doubt the most action-packed film of the group. In fact, so much happens throughout the course of the second novel that the first, and last, few chapters were used in the other two movies, including the death of Boromir (Sean Bean) and Frodo's encounter with Shelob. More important to the success of the picture are the return of Gandalf (Ian McKellen) and the introduction of Gollum -- voiced with slimy precision by Andy Serkis. ~Jason Zingale


Here's a rarity: a sequel that's
as good as or better than the
Toy Story 2
(Pixar, 1999)

Leave it to Pixar, the best movie studio in California (we would have said ‘in Hollywood,' but they're upstate in Emeryville, and the distance from Tinsel Town seems to do them good), to make a sequel that is at least as good and arguably better than the original "Toy Story" (1995). Of course, this sequel was anything but a sure thing; the story wasn't coming together to Pixar's liking, and for a brief period, they even considered shipping it straight to video. But Pixar circled the wagons, and before long everything fell into place, from the great additions in casting (Wayne Knight and Kelsey Grammer as two very different villains, Joan Cusack as the lovable but confrontational Cowgirl Jessie) to the Oscar nominated original song (the scene featuring Sarah McLachlan's performance of Randy Newman's "When She Loved Me" is devastating). They did follow one rule of sequels, and that is this movie simply has more of everything than the first one did. More action, more chases, more storylines, and most importantly, more heart. This will probably be the only sequel that Pixar ever makes (that rumored "Toy Story 3" is being made by former partner Disney), and if that is indeed the case, they will be the only studio in history to have a spotless sequel record. ~David Medsker

How dark is "Azkaban"?
This is one of the good guys.
Harry Potter and the Prisoner of Azkaban
(Warner Bros. 2004)
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When Chris Columbus handed the reigns of the "Harry Potter" series over to Mexican director Alfonso Cuarón ("Y Tu Mama Tambien"), fans of the books were, admittedly, a little antsy. What would this relatively untested fellow -- in the fantasy genre, at least -- do with this opportunity? The answer: bring as much darkness to the film as the source material requires. Things look gorgeously gloomy throughout the movie, and the Dementors – the ghastly phantasms who guard Azkaban prison – are scarier in appearance than similar creatures in some actual horror films; it's a minor miracle that this was PG rather than PG-13. Michael Gambon proves a worthy replacement for the late Richard Harris in the role of Headmaster Albus Dumbledore, and scoring Gary Oldman to play Sirius Black was a major coup; in addition, David Thewlis's turn as Professor Lupin, the latest Professor of Dark Arts at Hogwarts, is sympathetic, an excellent portrayal of a man dealing with a curse. Some complained that too much was changed from the book, but, then, purists always do. One thing's for certain: Mike Newell, who's helming the next "Potter" chapter ("The Goblet of Fire"), has a lot to live up to. ~Will Harris

The X-Men franchise is off to a
good start. Now let's hope
Brett Ratner doesn't screw it up.
X2: X-Men United
(Universal, 2003)
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It may have taken director Bryan Singer a second attempt to really hit one home with the "X-Men" franchise, but let's just be happy he did. Following up on his first, and vastly underrated, "X-Men," Singer managed to create an even better film with this sequel. With more creative control and a bigger budget, Singer was able to create an X-Men film on a much grander scale that not only stood on its own, but also expanded the characters and their storylines, and improved on the action and special effects. Even Halle Berry, with a meatier role, improves on her embarrassingly awful performance as Storm in the first film. Now, with Singer moving on to direct "Superman Returns," and…ahem…Brett Ratner directing "X-Men 3," fans can only hope the franchise Singer built is not Joel Schumacher-ized. If we see nipples on anything other than Halle Berry, we're gone, Brett. ~Andy Kurtz


Even better than the real thing.
Batman Begins
(Warner Bros. 2005)
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After the 1997 disaster that was "Batman and Robin" (see our Worst list, if you dare), it appeared that all of Tim Burton's work elevating the Dark Knight to big-screen greatness had been completely undone by a former set designer turned hackalicious director with a fondness for rubber suits with nipples. (Yes, another nipple joke. We can't help it; it was a really bad idea.) Sure, "Batman Begins" was going to seem better than its predecessor no matter how good or bad it actually was, but "Begins," like Log, isn't just better than bad; it's good. Christopher Nolan's take on the young Bruce Wayne (Christian Bale) isn't cheap – check out that multi-layered subway system Chicago will have in the future – but it feels more grounded, with the villain Scarecrow (star in the making Cillian Murphy) hatching a dastardly plan that's scary because it feels plausible, a far cry from the evil scheme that these movies typically boast. Add some superb supporting casting (Morgan Freeman, Gary Oldman, Michael Caine, Tom Wilkinson), and you have what may be the best "Batman" of all. ~DM

It must be "Bring Your Dad
to Work" day.
Indiana Jones and the Last Crusade
(Paramount, 1989)

After a fairly disappointing sequel ("Indiana Jones and the Temple of Doom"), complete with an irritating performance by director Steven Spielberg's wife-to-be Kate Capshaw, many believed the Indiana Jones franchise was in trouble. For the third installment, Spielberg and George Lucas once again relied on the writing talents of "Doom"-scribe Jeffrey Boam, who got back to the basics that worked in "Raiders of the Lost Ark" (i.e. fighting Nazis, chasing artifacts). He also increased scope by writing a back story which included a role for Indiana's dad, Professor Henry Jones (Sean Connery), as well as a great opening sequence where we see how a young Indiana (River Phoenix) developed many of his quirks. For this go-round, the Nazis are after the Holy Grail, and the Jones boys have to team up to find it first. Dr. Elsa Schneider (Allison Doody) assists Indiana in finding his dad, and also provides the film with some savory eye candy. Spielberg and Lucas hit it out of the park with "Crusade," and although a fourth installment has recently been announced, we cringe at the thought of a 67-year-old Harrison Ford in a fight scene. We would much rather remember him as the hero he was in "Crusade." ~John Paulsen

I'll see your Ewoks, and I'll raise
you a Jar Jar Binks.

Star Wars: Return of the Jedi
(20th Century Fox, 1983)
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"The Empire Strikes Back" may be the more popular answer to the favorite sequel question, but "Return of the Jedi" doesn't fall far behind the dark sequel in votes, and is the ultimate final chapter of any trilogy in film history. Sure, the cute factor of the Ewoks doesn't help the legitimacy of our claim, but so much more happens in "Jedi" than "Empire." Luke saves Han from Jabba, Yoda finally croaks, Darth Vader is unmasked, and the Death Star is blown up…again. To help cancel out those furry little things, George Lucas wisely brings back two of the most famous supporting characters in the "Star Wars" universe: Boba Fett and Lando Calrissian. And if Billy Dee Williams isn't enough to sway your opinion, we don't know what is. ~JZ




"Kneel before Zod, bitch!"
Superman II
(Warner Bros., 1980)

"Come to me, son of Jor-El! Kneel before Zod!" Don't those words just give you chills? That there'd be a sequel to "Superman" was a given; instead of offering up a mere retread, however, the filmmakers went for a full-on tribute to the glory days of the Superman comics. They also performed a switch of the Dick, replacing director Richard Donner, who'd manned the original, with Richard Lester, best known for "A Hard Day's Night." The result is a film that takes a slight turn into the humorous, but – unlike the later "Batman" films – here, it works. The Man of Steel gives up his powers to settle down with Lois Lane and live a normal human life. Unfortunately, he doesn't realize that three Kryptonian villains – Lara, Non and General Zod – have escaped from the Phantom Zone and are terrorizing Earth...with a little help from Lex Luthor, of course. Luthor, however, is merely a nuisance when compared to Zod; as played by Terrance Stamp, Zod is one of the great movie villains, with Stamp giving a performance that is in no way lessened by his later work in "The Adventures of Priscilla, Queen of the Desert." Well, not much, anyway. (By the way, the General has not been resting on his laurels. Check out his website.) ~WH

Man, Ricardo Montalban is one
ugly chick.
Star Trek II: The Wrath of Khan
(Paramount, 1982)

Okay, so it's not that significant a cinematic accomplishment to be better than "Star Trek: The Motion Picture." (A former roommate of mine claimed to find more enjoyment counting the tiles on the theater ceiling than in watching the movie.) Even with the "Trek" franchise having now spawned a total of 10 feature films, however, "The Wrath of Khan" remains the best of the bunch; it picks up on a dangling thread from an episode of the TV series – the power-hungry Khan Noonian Singh and his followers are left to their own devices on an uninhabited planet by Captain James T. Kirk, then promptly forgotten about – and rights virtually every wrong made by its special-effects-over-substance predecessor. Ah, but would that it could be approached without the stigma of just being "a ‘Star Trek' film"; entering without preconceptions, one finds a wonderful treatise on friendship, personal sacrifice, and how to grow old without necessarily feeling old, expressed through consistently clever, often poignant dialogue. (If you don't get misty when Kirk's voice breaks during Spock's funeral, your family clearly has some Vulcan skeletons in its closet.) All this, and Ricardo Montalban's glorious pecs, too? The word is given: warp speed ahead! ~WH

Doc Ock has no trouble in a fight,
but he can't get into a strip club
to save his life.
Spider-Man 2
(Columbia, 2004)
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Sam Raimi's "Spider-Man" (2002) was damn good, but the sequel blows it away, taking everything they got right the first time around and making it look a hundred times better than the Sega Genesis graphics that plagued the first movie. Alfred Molina's Doc Ock is a rarity, the villain that you can truly sympathize with, and the fight sequences between him and Spidey are super octane video game fighting at its finest. The scene where Doc Ock's arms wreak unholy havoc in the operating room is vintage Sam Raimi, with every fan of the "Evil Dead" movies laughing out loud at the shot of the chainsaw. Most importantly, they resolved the issue with Mary Jane Watson (Kirsten Dunst), knowing that Peter Parker (Tobey Maguire) was not going to be able to hide his alter ego from her forever. The filmmakers have followed this movie with the inspired casting of Thomas Haden Church ("Sideways") to play Sandman, who's the Green Goblin's brother (Church and Willem Dafoe as brothers? Absolutely), but any successor to "Spider-Man 2" has its work cut out for it, to say the least. ~DM

You don't often get to see 66 year
olds kick some ass on screen.
Lord of the Rings: Return of the King
(New Line, 2003)
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The tone was one of desperation, exhaustion, courage and resolution. There is little doubt that Peter Jackson concluded his wondrous trilogy with a bang. "Lord of the Rings: Return of the King" not only featured what had to be one of the most epic battles in film history, but also some of the best performances out of all three films. Elijah Wood, playing Frodo so compassionately and fully, was the anchor of the film. Without him, the whole thing would have fallen apart. And Sean Astin's performance as Sam in this final installment was really something special. Sam's devotion to Frodo is at the heart of the book, and these two actors made it incredibly believable. Although we didn't get to see Saruman get it in the theatrical version, it appears in the extended DVD cut for those that have just a little more bloodlust, and the multiple endings don't seem so tiresome when you're sitting comfortably at home. Now if we can get Jackson to make "The Hobbit" before Ian McKellen croaks, we'll be all set. ~AK

Pacino? Fuggedaboudit! But De Niro
may have been better.
The Godfather: Part II
(Paramount, 1974)
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To many, "The Godfather: Part II" would top this list, an opinion that's backed by the film's 12 Academy Award nominations, including wins for "Best Picture" and "Best Director" (Francis Ford Coppola). Al Pacino, of course, is brilliant as Michael Corleone, who takes over as the head of the family after his father dies in the original, but Robert De Niro, in flashbacks as a young Vito Corleone, makes "Part II" a companion piece to its predecessor rather than a mere sequel. In fact, De Niro netted his own supporting-actor Oscar, and many would argue his back story as the young, calculating Vito Corleone is even more compelling than Pacino's present-day Michael. Regardless, Coppola's ability to seamlessly tell two disconnected stories at once -- Vito's rise to power and Michael's volatile reign as The Don -- is one of the film's many strengths. Well, that and having two of this generation's greatest actors anchoring your cast. ~JC

Jesus. The Aliens have gone
(20th Century Fox, 1986)

James Cameron was still an untested B-movie director with one cult hit ("The Terminator") and one awful animals-run-amok movie ("Piranha Part Two: The Spawning") under his belt when he agreed to make a sequel to Ridley Scott's revered sci-fi thriller "Alien." The rest, as they say, is history. Made for a cool $19 million (strange to think he would be spending 10 times that much on a movie 10 years later), the movie was faster, meaner, and a hell of a lot scarier than "Alien," with a ballsy, Oscar nominated performance from Sigourney Weaver at its core. What's impressive about "Aliens" is the way that Cameron ratchets the tension to impossibly high levels; there's the soldiers' first encounter with the aliens (on a nuclear reactor, so they can't shoot bullets), followed by the unforgettable death-from-above sequence where the aliens use the air shafts for a sneak attack. The best of the bunch, though, might be the dead silent scene where shady company man Burke (a delightfully sleazy Paul Reiser) sets up Ripley (Weaver) and Newt (Carrie Henn) to get implanted by a facehugger. But who are we kidding: Even that pales in comparison to the final battle between Ripley, who's strapped inside a giant mechanical loader, and one pissed off alien queen. "Aliens" was so unbelievably good that it inadvertently ruined the franchise forever more, since nothing could possibly top it. ~DM

"Hey, I told you I'd be back.
It's not my fault if you didn't
believe me."
Terminator 2: Judgment Day
(Carolco, 1991)

It takes but only three words to justify the production of this follow-up to the sci-fi action hit: "I'll be back." But how do you make a sequel when the villain died in the original film? Bring him back as the good guy, of course. The Governor returns in his most famous role to date and performs at his absolute best, while Linda Hamilton kicks some major ass as the gun-toting MILF Sarah Connor. Who doesn't like a tough chick, let alone one that's seemingly a little cuckoo? The Terminator must travel back in time, again, but this time to save Connor's bratty kid (Edward Furlong), who's apparently destined to lead the human revolution in the future war against the machines. And then they decide to up the ante: destroy the first traceable evidence of machine evolution (in this case a robotic arm) and assure that no war even takes place. This is perhaps James Cameron's best film of the decade (sorry, "True Lies" fans), but the real allure of the movie came from the groundbreaking special effects, including some cool make-up effects on Ah-nuld and a brand new villain, the liquid cool T1000 played by the uber-creepy Robert Patrick. ~JZ

"Who's your daddy?"
Star Wars: The Empire Strikes Back
(20th Century Fox, 1980)
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Dante Hicks said it best: "‘Empire' had the better ending: Luke gets his hand cut off, and finds out Vader's his father; Han gets frozen and taken away by Boba Fett. It all ends on such a down note. And that's life – a series of down endings." I'll avoid the highly disparaging last line of that quote, since "Return of the Jedi" appears elsewhere on our list of Best Sequels, but its comments about "The Empire Strikes Back" are on the money. No other "Star Wars" film, not even "Revenge of the Sith," is as dark in tone as "Empire." Luke Skywalker's character is fleshed out tremendously as he's indoctrinated into the world of the Jedi courtesy of Yoda, not to mention the revelation about his parentage. Director Irvin Kirshner – yes, that's right, kids: a ‘Star Wars' flick not directed by George Lucas! – reportedly encouraged group discussions and improvisations from the actors, and would do many takes of each scene; this led to some of the most solid performances in any film of the series. The kids raised on the prequels will never understand what it was like to go see "Empire" and not have Han Solo's fate resolved for three years. Longest. Wait. Everrrrrrr. ~WH

Also Receiving Votes:
"Desperado," "Army of Darkness," "Dawn of the Dead," "Star trek IV: The Voyage Home," "The Matrix Reloaded," "National Lampoon's Christmas Vacation," "Evil Dead 2," "Batman Returns," "Back to the Future 2," "Beverly Hills Cop 2," "Austin Powers: The Spy Who Shagged Me," "Gremlins 2: The New Batch," "Star Trek: First Contact," "The Chronicles of Riddick," "Blade II," "The Exorcist III," "Addams Family Values," "Breakin' 2: Electric Boogaloo," "Meet the Fockers."

Have a gripe or a suggestion? Let's hear it. And don't forget to check out our 15 Worst Sequels of all time.

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