Before I begin with this list of our favorite movie sequels, I want to stress this is strictly opinion and not fact. I hope the following will incite discussion and debate, but let it be known that no list is definitive. Having said that, let’s get it on!

In honor of Iron Man 2 releasing this weekend, it seemed right to come up with a list of cinema’s top sequels. Not to mention, there are endless movie sequels in the mix for the upcoming years.

While the top three picks on our list seemed obvious, setting even them in order was a tough task. More difficult was rounding out a top ten. So, instead of just going with the standard ten, we’ve extended our list to 12. Included are four costumed heroes, a couple evil empires and some computer-generated classics.

There is a little bit of a difference between a sequel that tops its predecessor in terms of quality, and one that is a self-contained stroke of genius. These twelve films on our list fit both qualifications. While we’d love to explore what made every fun sequel a hit – like Wayne’s World 2 and its Jurassic Park spoof – it seemed more efficient to stick to the sequels that may have come second in order, but are first in our hearts.

Honorable Mentions:

Honorable Mention Best Movie Sequels The 12 Best Movie Sequels Ever Made

A dilemma cropped up in creating this list. Silence of the Lambs is a cherished masterpiece of cinema, yet many don’t realize the story is technically a sequel. Michael Mann’s underrated film Manhunter, starring Brian Cox as the infamous Hannibal Lecter, tells the tale you may recall from Brett Ratner’s Red Dragon. Silence of the Lambs explores the events that follow Manhunter, but it is generally considered the original of its own trilogy. So does it belong on this list? Instead of letting that debate take over, it takes an honorable mention spot.

Also on the honorable mention list is Desperado, the quasi-sequel to El Mariachi. Both films, created by Robert Rodriguez, follow the same character (El Mariachi), but also overlap in story. With only $6,000, Rodriguez made the legendary El Mariachi and eventually acquired a budget to shoot his concept with Antonio Banderas as the lead in a wide-release film. So, Desperado both is and isn’t a sequel. For that we’ll keep it off the main list, but it has earned the right to be mentioned.

Ironically, all but the top two picks on our list are still running franchises or properties in the midst of a reboot. That just goes to show you the creativity and lasting effect the following narratives have had, and the captivating stories they tell.

#12) Mad Max 2, a.k.a. The Road Warrior

Mad Max 2 The 12 Best Movie Sequels Ever Made

“My life fades. The vision dims. All that remains are memories. I remember a time of chaos. Ruined dreams. This wasted land. But most of all, I remember The Road Warrior. The man we called “Max”. To understand who he was, you have to go back to another time…”

The first lines of Mad Max 2 give me chills every time. The first Mad Max was enjoyable enough, but it seemed to leave a young Mel Gibson in over his head. Only two years later, the Australian star showed up brilliantly in the sequel. The film felt more like the apocalyptic madness the first one missed at times. Don’t get me wrong, the first film has some great moments and feels like a revenge flick more than a Western, neither of which it claimed to be directly.

Maybe the first suffered from a limited release, while the second got wider exposure. Yet, when you watch the movies back-to-back there is a sensation that the first one can only prepare you for the sequel. The entire Mad Max franchise is a bit too B-movie to find its way higher on the list, but the second film deserves recognition as a vast improvement over the first.

#11) Toy Story 2

Toy Story 2 The 12 Best Movie Sequels Ever Made

It is extremely difficult to convince yourself the second Toy Story is better than the original, but sometimes you just need to bite the bullet. Alone, the first is one of the best animated films ever, and was pivotal in ushering in the era of CGI animated features. Toy Story 2 improves upon the first in a number of ways, most impressively the animation. In only four years, from 1995 to 1999, the abilities of the Pixar artists to create their unique look while maintaining a level of total realism improved vastly.

More importantly, the story of the sequel deepens our relationship with the oddly relatable toys. The first shows how great life as a toy can be in a world where humans have a blind love of their toys, despite destructive lunatics like Sid. But in Toy Story 2, we get a sense of the uncontrollable lives of toys, which are so dependent upon people. What happens when maturing interests leave our toys helpless? It is more a second chapter than an extension of the first, which makes it a brilliant film in its own right.

With the quickly approaching Toy Story 3, the second film may not even end up being the best. But Toy Story 2 was evidence of an animation studio hitting its stride as one of the most formidable and dominating in its field. Thanks to the glory of the Toy Story franchise, Pixar has become as legendary as any studio in Hollywood.

Continue to the top 10 sequels…

#10) X2: X-Men United

x men movies The 12 Best Movie Sequels Ever Made

Right off the bat, fans knew they were in for something special. The White House assassination attempt was a brilliant start to a sequel many believe was one of the first to introduce the notion that superhero films can be serious. No, it’s not quite as moody as The Dark Knight, but there’s no question the second X-Men film touches upon some deeper emotions from the colorful characters. For instance, the scene where Nightcrawler explains his difficult life gave these mutants a heart the filmmakers didn’t necessarily have to expand upon.

The first film introduced a world with mutants as a minority, but focused more on the individuals and the origin of the team. The sequel goes explores the way those same mutants interact with the world of prejudice they must overcome. It was a fascinating change of pace, taking the X-Men’s enemy (Magneto) and forcing them to join forces against a common threat. The entire film is a commentary on a number of issues and achieves its goal without pushing its agendas in your face.

There is a fascinating parallel to another member of this list, Terminator 2, as the female villain Lady Deathstrike is eerily similar to the T-1000. This connection is twofold. She mirrors the heroic Wolverine in ability and even dies in a pretty close way to the T-1000. But this just begins a trend shared by many of the sequels on our list: new characters helping to expand upon and enhance an already established story.

#9) Aliens

alien aliens The 12 Best Movie Sequels Ever Made

The James Cameron sequel to Alien is one of the most beloved sci-fi films out there. But is it better than the original? You can argue this from a number of angles. It is definitely different from the first; the second installment is an action-packed revenge flick with big sets and big scenes.

While the first is a suspenseful mystery, seemingly pitting the bad guy in a dangerous environment, the second is a testosterone-filled (even with the femme fatale) adrenaline rush, hellbent on giving the alien what it had coming.

In continuing the comparison of Alien to Aliens, it is important to recognize one is a futuristic film and the other is a hyper-realistic one. Alien follows the fear rushing through the human characters, who have an unwelcome visitor aboard. Aliens looks at how the destructive nature of mankind would respond to a dangerous and uncompromising villain.

But if anything puts Aliens on this list, it is the last line of the film: “Get away from her, you bitch.” One of the best action one-liners ever.

#8) Star Trek: The Wrath of Khan

Star Trek Wrath of Khan The 12 Best Movie Sequels Ever Made

Following the snooze-fest that was Star Trek: The Motion Picture, Trek fans went NUTS when the follow-up turned out to be Star Trek: The Wrath of Khan. Director Nicholas Meyer (who knew almost nothing about Star Trek when he signed on to direct the film) tossed out the pastel blue uniforms and brought in a look more in line with that of Classic Trek.

Meyer decided to approach the sequel as if it were a futuristic Naval submarine film, and it worked beautifully. It had great space battle action and insight into Captain Kirk via his grappling with middle age and the discovery that he had a son he never knew about. Combine that with Ricardo Montalban’s royally over-the-top performance and bulging pecs, and you have what many Trekkers consider to be the best Star Trek movie ever made.

#7) Superman II

Superman II The 12 Best Movie Sequels Ever Made

Choose your favorite version, the Richard Donner cut or the Richard Lester version, and either way you’ll get one of the best sequels in film. It all comes down to General Zod, really. One of the most enjoyable villains in superhero history even gets the Man of Steel to bow at his feet. The debate on this film ranges between the two cuts; Lester’s brings the humor, Donner’s brings the character and it is difficult to find a happy balance. Most fans seem to prefer the Donner cut (as I do).

It really doesn’t matter which cut you prefer, the true essence for why this may be the best Superman film to this day is the focus on the mythos and levels of power Superman must deal with. And as the old saying goes, “A movie is only as good as its villain.” This couldn’t be more true than in Superman 2.  Is  Terence Stamp’s performance as General Zod better than Heath Ledger as The Joker? Not at all. But the character of Zod still puts Superman II right at #7 and deservedly so.

#6) The Lord Of The Rings: The Two Towers

Lord of the Rings Two Towers Gollum The 12 Best Movie Sequels Ever Made

One of the most cherished trilogies of all time puts The Two Towers in prime position for this list. As a standalone feature, Two Towers is as epic as they come. Of course, it is near impossible to think of any one of the Lord of the Rings films without thinking of the other two. But sticking to the second installment, the key factor to Two Towers‘ greatness is the brilliant performance of Gollum.

Similar to the effect of General Zod in Superman 2, this one character elevates the second film beyond the first. The look inside the life of this deeply troubled and mesmerizing character is so engaging you forget he is computer generated.

The Battle of Helms Deep is truly one of the shining moments of Two Towers, the LOTR trilogy and even film in general. But the climactic battle of Two Towers is also accompanied by the epic Last March of the Ents, which should be in a top 10 list of greatest battle scenes.

In addition, you get the extension of Gandalf’s great fall from the end of The Fellowship of the Rings, showing you just how powerful the great wizard can be. Where some sequels fail in their attempt to get bigger and crazier, The Two Towers does just that in a way that still enhances the story and characters involved, setting the stage for arguably the best third chapter of all time.

Continue to the top 5 sequels of all time…

#5) Spider-Man 2

Spider Man 2 The 12 Best Movie Sequels Ever Made

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

Terminator 2 The 12 Best Movie Sequels Ever Made

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

The Dark Knight Joker 570x328 The 12 Best Movie Sequels Ever Made

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

Star Wars Empire Strikes Back Yoda The 12 Best Movie Sequels Ever Made

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.

Continue to the greatest sequel ever made…

#1) The Godfather: Part II

Godfather Part II Fredo and Michael The 12 Best Movie Sequels Ever Made

I’m not sure if you’ve heard of The Godfather, but apparently the second one is kind of good. It’s got something to do with Robert De Niro and Al Pacino in alternating timelines and follows the rise of Michael Corleone as the Don of a legendary crime family, while simultaneously exploring the background of the late Vito Corleone and the beginnings of his crime empire. I don’t know. It sounds kind of lame to me (sarcasm alert!).

Who am I kidding, The Godfather: Part II is a sprawling epic that captures the intensity of Al Pacino’s Michael Corleone in a way the first film simply couldn’t. While Godfather II doesn’t necessarily introduce a new scene-stealing new character like others on this list, it did broaden the scope of the iconic Vito Corleone with the sub-plot origin tale of how the Don came to be.

The scene that stands out and attacks the true heart of this film is also the coldest. The boat scene closes the complicated and fascinating relationship between Michael and his brother Fredo. The well-paced progression of their struggling brotherhood perfectly mirrors Michael’s own boiling rage, as he loses control of himself and his family. The image of Fredo on the boat is one I think of every time I look at a lake.

While The Godfather: Part III lacks the general adoration amongst movie lovers that the first two got, it may be the fault of a sequel which set the bar so high it still seems almost insurmountable. Anybody looking for a lesson on how to tell a great story need look no further than this sequel – the greatest of all time. Is it any coincidence that the writer, Mario Puzo, is on our list twice? (Puzo also wrote Superman II.)

What do you think? Is the list solid or would you change it around? Tell us about your favorite sequels and why they belong in a top list. Sound off in the comments section below, but don’t forget this is an opinion and not fact. Everybody has their favorites and they are likely all different.