New, improved: not every follow-up has to suck.
There is, generally speaking, a law of diminishing returns when it comes to movie sequels. But exceptions make rules, and wouldn’t you know it there’s a heck of a lot of follow-ups out there that do the impossible and improve upon their predecessors.
Below, I’ve assembled some of the best, but first, some housekeeping: to narrow things down I only took direct, second-entry sequels into consideration. This eliminated franchise-bests like Mission Impossible: Ghost Protocol and Cars 3. I also avoided sequels that I felt matched the greatness of their predecessor, like Aliens and How to Train Your Dragon II. This is also probably a good time to sound the “art is subjective” gong. My rankings might not look like yours! That’s okay! If everyone liked the same things Gremlins 2: The New Batch would have sold more tickets—but the world would be a much more boring place!
Onwards and upwards, here are the 25 of best sequels that outdid their originals:
25. Paddington 2 (2017)
Sequel to: Paddington (2014)
What makes it good: With chilling sweetness and gentle warmth, Paddington 2 is bottled charm buoyed by a tremendous cast and an overwhelming, much-needed sense of goodness.
What makes it better: Paddington is an exceptionally good film, but Paddington 2 is literally the best-reviewed film on Rotten Tomatoes for a reason. Politeness continues to prevail.
Iconic moment: The marmalade montage.
24. X2: X-Men United (2003)
Sequel to: X-Men (2000)
What makes it good: With the groundwork laid by X-Men, Bryan Singer pulls out the school for gifted youngsters bells and whistles, diving adamantium claws first into social science-fiction.
What makes it better: X2 builds on its predecessor without feeling like a retread, broadening its roster of colorful characters while impressing balance with a tight plot and grounded themes of otherness, bigotry, and acceptance.
Iconic moment: “Have you ever tried not being a mutant?”
23. Mad Max 2: The Road Warrior (1981)
Sequel to: Mad Max (1979)
What makes it good: With kinetic rhythm and visual panache, director Geroge Miller shepherds us through the wasteland, reuniting with our alienated, raggedy hero as he navigates tribal warfare, car chase set pieces, and adorable feral child sidekicks.
What makes it better: Road Warrior leaves its predecessor in the dust by being more action-packed, polished, and more operatically post-apocalyptic. The world may be going to shit, but this franchise is just getting started.
Iconic moment: Greetings from the Lord Humungus!
22. Hellboy II: The Golden Army (2008)
Sequel to: Hellboy (2004)
What makes it good: Between its puppet prologue, sewer king, and jaw-dropping bestiary, Hellboy II is a striking, imaginative, and uncompromisingly unique spectacle that sees our beloved weirdos at the precipice of a world-ending supernatural war.
What makes it better: With the ins-and-outs of the Bureau well established, Hellboy II is freed up to lean into its charming weirdness with a little more confidence.
Iconic moment: Three words: Angel. Of. Death.
21. Captain America: The Winter Soldier (2014)
Sequel to: Captain America: The First Avenger (2011)
What makes it good: The Russo Brothers bring 70s-style political thrills, a twist of Hydra treachery, and a more conflicted, demonstrably badass Cap.
What makes it better: With some of the most kinetic action sequences of the MCU, more nuanced character development, and stone cold political intrigue, The Winter Soldier is well-defined shoulders above lackluster predecessor.
Iconic moment: Elevator throw down.
20. Dawn of the Dead (1978)
Sequel to: Night of the Living Dead (1968)
What makes it good: “How can I defend this depraved trash?” Roger Ebert once wrote. “I do not defend it. I praise it.” Appalling, intelligent, and darkly funny, Dawn of the Dead brings a sly wit to the end of days and pits the depravity of its survivors against that of the undead swarm.
What makes it better: What sets Dawn of the Dead apart from most zombie fare, including its predecessor, is its challenging social commentary. The shuffling, anonymous zombie horde and mindless, sleepwalking consumers are one and the same. Skeptics can shamble on over to the nearest mall and see for themselves.
Iconic moment: The mall theme, obviously.
19. Shrek 2 (2004)
Sequel to: Shrek (2001)
What makes it good: Catchy musical numbers, great new characters, and an astounding amount of jokes-per-minute, Shrek 2 brings some genuine heart to a goofy fairy tale send-up.
What makes it better: In addition to improved animation, pacing, and attention to detail, Shrek 2 expands its universe and knocks its romantic resolution out of the park. Our leads decide they want to be gross ogres together. Then the horny cat and the sassy donkey lip-synch to the entirety of Ricky Martin’s Living La Vida Loca because why the fuck not. True love means accepting each other’s truth! No matter how fart-humour dependent that truth may be!
Iconic moment: “enough, Reggie.”
18. Addams Family Values (1993)
Sequel to: The Addams Family (1991)
What makes it good: Taking delight in the dour, Addams Family Values reunites the key players while upping the production value and mirthful morbidity.
What makes it better: The joy of the Addams family is setting their ghoulish sensibilities against contrasting backdrops. And with subplots to spare, Adams Family Values gets a wider breadth of filed to flaunt that weirdness. The summer camp segment is particularly effective, forcing the Addams kids to stare down the barrel of a truly frightening foe: wealthy white suburbia.
Iconic moment: “marvelous news, I’m going to have a baby…right now.”
17. Toy Story 2 (1999)
Sequel to: Toy Story (1995)
What makes it good: The gang’s back together again and CGI has advanced by four years!
What makes it better: Originally destined for VOD hell, John Lasseter and company spent nine months pulling off a miracle: a brighter, cleverer, more confident sequel that earned near-unanimous critical praise.
Iconic moment: “When She Loved Me”
16. 10 Cloverfield Lane (2016)
Sequel to: Cloverfield (2008)
What makes it good: Smart, well-crafted, and bone-chillingly tense, 10 Cloverfield Lane is confined psychological horror at its claustrophobic best.
What makes it better: More blood relative than cut and dry sequel, 10 Cloverfield Lane broadens the franchise’s narrative universe for the better (…something Cloverfield Paradox would promptly undo).
Iconic moment: Don’t open that door!
15. A Shot in the Dark (1964)
Sequel to: The Pink Panther (1963)
What makes it good: The sight gags are rapid, the bits are rampant, and the accent is ridiculous. An effervescent tour de force of madcap murder shenanigans, A Shot in the Dark prioritizes bumbling over homicide investigation to great effect.
What makes it better: Where Pink Panther was written as a vehicle for David Nivens’ villainous Sir Charles, A Shot in the Dark was designed for Peter Sellers’ Jacques Clouseau. And, from the nudist colony gag to every goddamn goofy delivery, it shows.
Iconic moment: Clouseau vs. Pool Cues
14. Annabelle: Creation (2017)
Sequel to: Annabelle (2014)
What makes it good: A group of orphans moves into a big spooky house with a retired toymaker and it goes about as well as you’d expect. Annabelle: Creation brings new life to a tired premise.
What makes it better: That’s right. The sequel to the spooky doll movie is a total goddamn blast. The secret to Annabelle: Creation’s success? Getting as far away from Annabelle (and the extended Conjuring universe) as possible.
Iconic moment: Boo!
13. Magic Mike XXL (2015)
Sequel to: Magic Mike (2012)
What makes it good: This is a sexy movie that celebrates female lust and male friendship! It’s a sweet slice of entertainment and one of the best shot/edited dance movies put to celluloid no thanks to DP…Steven Soderbergh? Holy shit.
What makes it better: Magic Mike XXL is the Ocean’s 11 of male entertainer road trip movies. Where Magic Mike was melodrama, its sequel is lighter in tone, character-focused, and subtly subversive. It’s a sweet, fantasy-focused film that takes contagious joy in pleasure, and movement. What’s not to love?
Iconic moment: convenience store seduction.
12. Superman II: The Richard Donner Cut (2006)
Sequel to: Superman (1978)
What makes it good: Despite the whole “swapping out the director 75% of the way through filming” thing, Superman II is a truly entertaining romp with a sense of humor and a penchant for spectacle.
What makes it better: With the origin story foundation laid, Superman II has a leaner more ominous sensibility that reins in the bloated scope of its predecessor. Also, it has way better villains!
Iconic moment: Clark takes on a bully.
11. National Lampoon’s Christmas Vacation (1989)
Sequel to: National Lampoon’s Vacation (1983)
What makes it good: With a lot of jokes and a little schmaltz, Christmas Vacation blends cartoon violence and holiday cheer.
What makes it better: Vacation is a fine road trip flick and a fine film. But Christmas Vacation is a holiday classic. It’s got a great ensemble cast, a sharp eye for the delights and dismays of the season, and a heightened commitment to relatable moments of absurdity.
Author’s note: I refuse to acknowledge that Christmas Vacation is the third installment in the franchise because as far as I am concerned 1985’s European Vacation never happened. I made the rules, they’re mine to break.
10. Dawn of the Planet of the Apes (2014)
Sequel to: Rise of the Planet of the Apes (2011)
What makes it good: A Shakespearian meditation on the burdens of leadership, Dawn’s technical and narrative ambition pay off in spades. Hail, Caesar!
What makes it better: Dawn is a huge leap forward, pitting humans against apes in an apocalyptic, cross-species stand-off. It’s easily the most terrifying and emotionally complex entry in the franchise.
Iconic moment: Monkeys! On! Horses!
9. Lethal Weapon 2 (1989)
Sequel to: Lethal Weapon (1987)
What makes it good: With off-center wit, entertaining action, and energy to spare, Lethal Weapon 2 is a crackling entry in the buddy cop canon.
What makes it better: Where Lethal Weapon flirts with comedy, Lethal Weapon 2 buys comedy a drink and asks it out on a date. With any whiff of seriousness extinguished (hellooooo, toilet bomb!), Lethal Weapon 2 goes full camp and is all the better for it.
Iconic moment: “Big smiles! Big smiles! Big! Smiles!”
8. Bride of Frankenstein (1935)
Sequel to: Frankenstein (1931)
What makes it good: Featuring two of cinema’s most famous hairdos, director James Whale hits a career high with this moody, extravagant entry into the Universal monster cannon.
What makes it better: With a richer, more developed story, Bride of Frankenstein is high camp at its finest, tinged with all the pity, terror, and hope that comes with wanting to be loved.
Iconic moment: “She hate me, like others.”
7. Evil Dead II (1987)
Sequel to: Evil Dead (1981)
What makes it good: Ghoulish gore undercut with manic goofs, Evil Dead II takes up residency somewhere between a laugh and a scream. Twisted, hammy, and endearingly demented, it’s one of cinema’s best horror comedy offerings to date.
What makes it better: Where the oddity of Evil Dead was naught but a twinkle in Bruce Campbell’s chin sweat, Evil Dead II retains the charm of its predecessor and leans into full-blown lunacy.
Iconic moment: “Swallow this!”
6. Star Trek II: The Wrath of Khan (1982)
Sequel to: Star Trek: The Motion Picture (1979)
What makes it good: Turning an old villain (Ricardo Montalbán) into an iconic adversary, Wrath of Khan is pensive, action-packed, and a whole lot of fun.
What makes it better: Star: Trek The Motion Picture is…bad. After an overhaul by Paramount, Wrath of Khan earned a warmer reception and is rightly praised as being truer to the spirit of the series. Wrath of Khan isn’t just great “for a Stark Trek movie,” it’s one of the best sci-fi ventures of the 80s.
Iconic moment: Ceti eel torture
5. Spider-Man 2 (2004)
Sequel to: Spider-Man (2002)
What makes it good: Between college, a job, a girlfriend, and a secret life as a spandex crusader, Peter Parker is starting to buckle under the pressure. The arrival of a tormented cyborg scientist isn’t exactly helping. With excellent set pieces, performances, and story, Spider-Man 2 is a blockbuster bonanza with heart.
What makes it better: Better jokes, darker tone, richer emotional core — Spider-Man 2 beats out the original on just about every level. As much as I love a good ham (sorry Dafoe), Molina’s operatic villainy is the jewel in SP 2‘s crown.
Iconic moment: “Put your arms up — all of them!”
4. The Godfather Part II (1974)
Sequel to: The Godfather (1972)
What makes it good: Delving into themes of power, loss, heritage, and the moral abyss, Godfather Part II broadens its humble scope to a grand, ruthless, historical epic.
What makes it better: Is The Godfather a masterpiece? Yes! It was nominated for nine academy awards and won three! Is The Godfather II a slightly better masterpiece? Yes! It was nominated for nine academy awards and won six! Al Pacino puts in a more nuanced performance as a heart-hardened Michael, and the Robert De Niro-starring flashbacks of Vito Corleone are utterly engrossing.
Iconic moment: “My offer is nothing.”
3. The Dark Knight (2008)
Sequel to: Batman Begins (2005)
What makes it good: Dialed up to eleven, The Dark Knight brings bombastic action, a show-stopping villain, and a brooding, genre-defining grit.
What makes it better: While Batman Begins is a better Batman movie, The Dark Knight is, ultimately, a better film. In no small part thanks to Heath Ledger’s unforgettable performance.
Iconic moment: The tumbler chase.
2. Star Wars: Episode V – The Empire Strikes Back (1980)
Sequel to: Star Wars: Episode IV – A New Hope (1977)
What makes it good: Dark, mature, involving, Empire Strikes Back skirts the expectations of its campy-leaning origin to deliver something more operatic.
What makes it better: Thanks to the incredible world-building of New Hope, Empire is able to come out swinging with more characters, deeper emotional substance, and higher stakes. It features one of the best twists and best cliffhangers in cinema history— it can’t be topped!
Iconic moment: “NOOOOoooOOooOoo!”
1. Terminator 2: Judgment Day (1991)
Sequel to: The Terminator (1984)
What makes it good: T2 is a genre showstopper about outrunning time-traveling robot-assassins and preventing Armageddon. It’s also about a boy searching for a dad. Heartbreaking, thrilling, and jaw-droppingly ambitious on James Cameron’s part, this film is a goddamn masterpiece.
What makes it better: T2 took a contained sci-fi thriller, made its villain the hero, its damsel a badass, and blew the lid off the world-building of its predecessor while being a genuine continuation of its storyline. Its bigger, badder, and a stone cold classic.
Iconic moment: “Wolfie’s fine honey.”