There’s nothing quite as painful as watching a really bad sequel to a beloved classic. They often turn out to be either a lazy carbon copy of the first film or a complete disaster that barely resembles the original concept. And unfortunately, in the past few years, we’ve seen a lot of failed attempts at good remakes, including The Hangover 2 and Son of the Mask. This trend has convinced a lot of people that maybe certain classics ought not to be touched…

But then came the remakes that actually lived up to the original movies and, even better, actually outdid them. It just goes to show that, when done the right way, movie sequels really can exceed our expectations.

17. Lord of the Rings: The Return of the King

This film had a lot to live up to, but it turned out to be so much better than both of the previous movies. The final installment came complete with a jaw-dropping plot twist, intense battles, and heartwarming scenes that made for the perfect finale. And besides, the film won over eleven Oscars, so that alone says quite a lot about the quality of this sequel.

16. Terminator 2: Judgment Day

Well who would’ve thought that turning a cyborg assassin into the good guy would make for such an amazing sequel? In the original film, Arnie was nothing more than a killing machine. But in part two, we got to know him as the likable ally and it was so much more fun. Even the suspense and action scenes were way better, so we’d say that this was a rare case where the sequel completely outshined the original.

15. The Dark Knight

This sequel was much darker and more thought-provoking compared to Batman Begins. Batman went up against the legendary villain and criminal mastermind, The Joker, and suddenly the film felt less like a light-hearted comic book tale and more like a complex crime drama. Also, we can’t forget to mention Heath Ledger‘s stunning performance as the villain (his scenes were basically the highlight of the movie). Filmmakers who intend to make movie adaptations out of comics ought to look at this as an example and take note of how it’s done…

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14. Child’s Play 2

Child’s Play felt more like an introduction to Chucky. We were fooled into thinking that he was innocent for quite a while before his true colors finally showed. But then Child’s Play 2 came out and all hell broke loose because we were already aware of what little Chucky was capable of… And it was freaking terrifying. Kudos to the director for making us have endless nightmares about this killer doll.

13. The Godfather: Part 2

Don’t get us wrong – the first movie was epic. The overall plot was strong and the performances were great. However, it only laid the perfect foundation for an even better sequel, which focused more on Michael’s development and personal struggles. We got an in-depth look at how he went from never wanting to get involved in crime to becoming a cold-blooded Mafia gangster. And the plot was so rich with details that it was almost like reading a really good novel.

12. Bad Boys 2

There has been a lot of debate over this one, so if you’re one of those fans who think that the first was the best, just hear us out. For one, the action sequences and special effects were ten times better in the sequel (thanks to a much bigger budget). Second, the dialogue was stronger because the humor was a lot better compared to the first film (where a lot of the jokes just fell flat). And third, it honestly felt like Will Smith and Martin Lawrence‘s characters had better chemistry in this sequel. They worked together with so much more ease and they made an amazing team.

11. Star Wars: The Empire Strikes Back

The original Star Wars is one of most iconic films ever released to this day, so that put a lot of pressure on filmmakers to come up with a great sequel. But lucky for them, they came up with a film that was not just better than the first, but better than all of the films in the series. In this sequel, the protagonists have to deal with a more powerful villain. There’s also an amazing plot twist, and there’s much more character development. But best of all, this is where we get introduced to some of the best characters, like Yoda, Boba Fett, and Emperor Palpatine.

10. Spider-Man 2

In the first movie, we got to see the beginning of Peter Parker’s journey and how he handled his newfound abilities as Spider-Man. But in part two, we saw more of Peter’s vulnerable side as he struggled to maintain his Spider-Man alter ego. He had to deal with relationship issues and a temporary loss of his abilities while facing a threatening and even more complicated villain than the one before. We honestly couldn’t have asked for a better sequel.

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9. Shrek 2

Shrek was an instant classic that made everyone develop a soft spot for that lovable ogre. But once we saw part two, our feelings toward the Shrek franchise turned into a full-on obsession. We finally got to see Shrek as a human, Simon Cowell had a hilarious guest appearance, and the musical numbers were everything and more (is anyone else obsessed with the Fairy Godmother’s rendition of “Holding Out For A Hero”?).

Also, this film did such an amazing job of showing the importance of staying true to yourself and fighting for the ones you love, so it gets bonus points for the good message behind it all.

8. Addams Family Values

It may not have been a smash hit at the box office, but it definitely outdid the original movie. There’s more dark humor, we get to see more of Wednesday (who was a gem from the beginning), and it has one of the best Thanksgiving scenes in the history of film (though we’re still not sure why that play took place during a summer camp…).

The overall quality of this sequel was just so much better, and we love that even the smallest, most random scenes that had nothing to do with the plot turned out to be among the most memorable.

7. Hellboy 2: The Golden Army

Hellboy was so well done and it told a great story, but the second installment felt even more compelling because it was more imaginative and fun. Hellboy as a character also felt more relatable and humanesque, which is a major plus. And of course, the action scenes and special effects did not disappoint.

6. Rush Hour 2

We’re pretty huge fans of both parts one and two, but if we really had to choose which one was better, then it would be part two. In the first movie, there was a lot of awkward bickering and some racial tension because Inspector Lee and Detective Carter weren’t comfortable with each other just yet.

But when the second film came around, the two were already like brothers. They trusted each other and had amazing chemistry, which gave them the freedom to just let loose with even more impressive stunts and fight scenes. Also, the humor was spot-on.

5. Skyfall

We should note that the original Bond film, Dr. No, was made over five decades ago. And while it made for a great series debut, a lot of the sequels turned out to be even better. One of our faves by far is definitely Skyfall because unlike the others, it takes on a slightly different tone by putting more emphasis on James’s character. This made the film feel so much more personal. And yes, the action was good too, but Bond did quite a bit of soul-searching and showed just how complex his character really is.

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4. Captain America: The Winter Soldier

This sequel gave us so much more than amazing action scenes. We saw how Captain America struggled to cope with change, from the loss of his loved one to actually working with a team. He also dealt with a bit of an ethical dilemma when it came to SHIELD and his connection to Bucky, so this film felt a lot like an inside look at the Captain’s true character (although Black Widow totally shined in this film as well). This sequel also included some interesting political commentary, which made it feel more relevant compared to the first.

3. Aliens

Yes, Aliens does feel like a completely different movie compared to Alien because it’s more of an action film, rather than a straight-up horror sci-fi. This upset a lot of fans, but if you ask us, we think the second film did an amazing job of expanding on the original plot without straying too far from the story. We got introduced to amazing new characters, Ellen became an action hero, and the funny one-liners were just classic. Aliens is the clear winner in this one.

2. Home Alone 2: Lost in New York

This sequel not only gave us the classic line: “Merry Christmas, ya filthy animal!” but it also made us wish that we had the freedom to roam in New York as kids during Christmas season, totally unsupervised. Kevin McCallister’s pranks and traps were really impressive in the first film, but in this sequel, they were honestly next-level. We couldn’t get enough of those touching moments between him and the Pigeon Lady (we liked her way better than Old Man Marley, to be honest) so how could we not place the sequel slightly above the first?

1. Toy Story 3

Anyone who has seen all three of the Toy Story films would agree that part three was the best one by far. Seeing the toys struggle to cling to their owner (who’d already outgrown them) and maintain their own bonds of friendship was so emotional. It made us want to find our own forgotten toys and just give them a big hug, because who hasn’t struggled to let go of their childhood at some point? Toy Story and Toy Story 2 were also pretty good movies, but they weren’t quite as deep or poignant.

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