#5) Spider-Man 2

Before The Dark Knight, it seemed common knowledge that Spider-Man 2 was the comic book sequel that truly “got it right.” You don’t have to be a huge Spider-Man fan to respect how great the second movie turned out. Doc Ock was a great villain, sure. But what sets the sequel apart is the plot. As Peter Parker battles with his own self-doubt and life  in the big city, Spider-Man battles even tougher villains. Watching Harry Osborn slowly become a villain and Willem Dafoe’s small cameo are bone-chilling.

However, Doc Ock is a fantastic villain with his cunning style and endless intelligence. Yet, it wasn’t his character that stole the show. Similar to The Two Towers, a battle sequence thrusts Spider-Man 2 into elite status amongst other sequels. The subway scene is relentless from start to finish.

Not only does it grab you with brilliant music and the intensity of a fast-moving train, but it ends in a truly unexpected way. With the hero in peril, innocent civilians rush to his aid, carrying him like the hero he is to safety. It’s a heart-warming moment full of the genuine respect from citizens who have seen the face of this teenage hero and have the wherewithal to keep his identity secret.

Precisely where Spider-Man 3 fails by trying to give the villain too much humanity and heart, the ending of Spider-Man 2 gives a torn enemy a chance at redemption that is believable and necessary. The redemption fits with Doc Ock’s character, a complete and well-rounded human caught in a hopeless battle with an out-of-control creation. Think Frankenstein with a long lost love.

#4) Terminator 2

It seems the trend that sequels find a great villain or supporting character who steals the audience away from the protagonist the first film spent so much time exploring. Such is true of Terminator 2. The T-1000 is an amazing villain – one of the most memorable in movie history.

I can’t imagine how hard it was for moviegoers in 1991 to believe anybody could top the Terminator, but Robert Patrick’s T-1000 not only instilled fear in the viewers, James Cameron’s CGI villain was unprecedented from an F/X standpoint. Cold, calculating and relentless, the T-1000 still remains one of the coolest bad guys ever.

But it isn’t the villain, or even the Arnold back as the T-800 that elevated T2 to glory. Instead, Sarah Connor is the essence of of the film. The scared-but-tough woman puts on the vest and provides the firepower of the film – remind you of another James Cameron sequel? There are endless amounts of toughness in this second installment, but it is somehow balanced with an uncanny amount of heart.

Amazingly, this heart comes from the relationship between the Terminator and John Connor. Connor’s attempt at humanizing the Terminator (a subconscious attempt at replacing his lack of a father figure) is both touching and humorous.

There is so much in Terminator 2 it is hard to even think of it as a sequel. But like every great follow-up film, it takes the characters built up in the first and puts them in situations that allow their deeper emotions and personalities to surface, ending in uniquely rounded out individuals.

#3) The Dark Knight

Oh, Christopher Nolan. It was truly difficult for me to push this “all the way to #3″ as it is easily the greatest superhero sequel ever made. To go even further, Nolans’ meditation on the aftershocks of Batman’s origin belongs on the list of greatest films ever made, in my opinion. But enough generalized fanboy crushing – what actually makes The Dark Knight a great sequel?

Let’s start with the obvious: Heath Ledger’s performance is one of the most beloved in film right now, and his tragic death prior to the movie’s release only enhanced its timelessness. But it wouldn’t have mattered. Ledger’s Joker makes Nicholson’s interpretation in Tim Burton’s Batman seem like a joke (no pun). But thanks to the environment Christopher Nolan created with his re-imagining of the Batman lore, Ledger’s version was more tenacious.

Some say The Dark Knight lacks the heart of Batman Begins and therefore is no better than the first. Both are relatively cold in some ways, but the second has some defining moments, like the scenes following Rachel Dawes’ death. Tell me there is no heart in Harvey Dent’s burnt coin scene or Bruce Wayne sitting alone with his mask in the penthouse. But heart is tertiary to the depth of the characters and the realistic world of costumed heroes Nolan constructed.

The Dark Knight completely redefined the way audiences look at comic book films and the way filmmakers make those movies. It also proved dark and gloomy stories can be told to the masses to the result of a billion-dollar box office.

#2) Star Wars Episode V: The Empire Strikes Back

This film possesses one of the most recognizable quotes in movie history – “No, I am your father.” The entire Star Wars franchise (at least Episodes 4-6) is based around this one quote. It is the essence of what makes the story so compelling and believable, despite strange aliens and Millennium Falcons.

The sequel takes the dark mythology of Star Wars and punches you right in the face with it. It’s funny to think Yoda was not even in A New Hope. His presence in Empire Strikes Back continues the running theme of this list – that a single new character can push a film sequel above and beyond the original.

Yoda is equally as memorable as Darth Vader, but twice as intriguing. His wisdom presents the viewer with thoughtful insight into more than just the plight of Luke Skywalker. A quote hidden in the shadows of the great “father” line is Yoda’s saying: “Do, or do not. There is no try.”

The twist in Empire Strikes Back was quite possibly the most epic of its time, throwing fans and casual viewers for a loop they likely never saw coming. The confrontation between Luke Skywalker and Darth Vader is just one of those father/son moments that transcends cliche and taps into the darker idea of a broken relationship.

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