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You’d be surprised at how many sequels would appear on a list of ‘best films of all-time’. Not often, but not that rare either, the second chapter in an ongoing story is better than the opening one. Maybe it’s the freedom from having to set up the stage and introduce new characters, or perhaps it’s just dumb luck and has nothing to do with a pattern.

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So what makes a great sequel? As we said, there’s no pattern. The simplistic answer would be: Doing things better than the first film. But there’s more to it than that. It’s about keeping the atmosphere and principles of the first film without copying and borrowing too much. It’s introducing new elements without drifting away too much.

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So before our list of 10 best movie sequels begins, it’s worth remembering one thing: This is a list of the best films that come 2nd in a series. For example: The Dark Knight is eligible for the list, but the The Dark Knight Rises isn’t.

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10. Shrek 2: Most people I know consider the first Shrek film to be a superior product to its sequel. However, while it might be a controversial choice, I think the second Shrek film gave the series a humor boost that put it on its critical and financial pedestal.

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In terms of pure numbers, Shrek 2 made over $919 million on a $150 million budget, while getting an 88% critics score on Rotten Tomatoes. It didn’t offer anything groundbreaking. Instead, it was simply a very good, very funny movie.

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The series didn’t stop with Shrek 2, as two sequels in the main series followed (both vastly inferior in my opinion): Shrek the Third and Shrek Forever After. A spin-off of Puss in Boots was made as well, but it was a financial failure.

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9. Back to the Future Part II: First off, the first film is my personal favorite. Not just on this list, but of all time. Is the sequel better? It’s something I’ve been struggling with for a long time. I’m not convinced, but I can understand those who think it is better.

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As expected (unlike the surprising first one), BTTF2 was a massive hit, making $332 million on a $40 million budget, as it took Marty and Doc through 3 different times and 2 different timelines. It has a 63% score on Rotten Tomatoes from critics.

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Maybe the most influential thing about this movie is the merchandise, be it the Nike kicks or the hoverboard. The biggest question still remaining is how come we don’t have flying cars like in the film, which never went past 2015.

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8.Aliens: Seven years after the groundbreaking original, Aliens came out with a different director (James Cameron instead of Ridley Scott), with a completely different vibe, but with the same old Ripley and creatures.

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Released in 1986, the movie made $183.3 million on a $18 million budget. Thanks to a little bit of nostalgic romanticizing, it holds a 98% score from critics on Rotten Tomatoes, which is probably a little bit misleading, as all of the scores on these websites can be.

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Aliens wasn’t a horror film in the same sense that the first one was, delivering a less claustrophobic feeling. However, it did expand on the very intriguing universe Scott introduced 7 years earlier, and was probably a better film when it came to action sequences.

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7. The Bourne Supremacy: The second film based on the Jason Bourne books by Robert Ludlum was another action packed ordeal with a memorable car-chase and Matt Damon kicking ass. It was bigger, and subsequently better.

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With Paul Greengrass taking over, it made $288 million on a $75 million budget, with the film receiving an 81% score on Rotten Tomatoes. Empire ranked it as the 454th best movie of all-time back in 2008.

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The 2004 movie brought us closer to understanding who Bourne really is. How? Well, an Australian playing a Russian hitman kills Bourne’s German girlfriend while in India. A truly international affair, with the action matching the scope.

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6. Spider-Man 2: Before the Marvel Cinematic Universe and before Christopher Nolan’s Dark Knight trilogy, there was Sam Raimi’s Spider-Man movies, who for the first two films were a refreshing take on the comic book/superhero genre.

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The second film, just like the first, was a massive hit, making $783 million in 2004 on a $200 million budget. It holds a 93% score on Rotten Tomatoes, noted for its creative take on the Superhero arc and more humoristic approach to the character.

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What went wrong in the third film? Too many villains, too many girlfriends, emo Spider-Man and perhaps a very wrong decision in choosing the actor to portray Venom. Spider-Man 3 was still a hit, but it killed the first Spider-Man run.

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5. The Color of Money: A sequel that isn’t exactly a sequel but is one. More than anything, it’s a really good movie, pitting Paul Newman and Tom Cruise with and against each other in a story of pool hustling that’s also a tale about other, bigger things.

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A modest hit making $52.3 million on a $13.8 million budget, it holds a 89% score on Rotten Tomatoes. It’s probably known more than anything for being the movie that helped Paul Newman win his Oscar.

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In terms of sequels, it’s kinda borderline, but he was had to put it in because it’s such a good movie. The first film depicting the antics of Eddie Felson came out in 1961. Newman got to reprise his role, but it took 25 years.

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4. The Dark Knight: The best Superhero film ever made? Possibly. It certainly brought a new kind of look, feel and style to the genre, not to mention a completely new take on the Joker, one that steals the show from Batman himself.

One of the biggest box office hits of all time, The Dark Knight made $1.085 billion on a $185 million budget, holding a 94% score on Rotten Tomatoes. While the film did win two academy awards (Heath Ledger for supporting actor and sound editing), not being among the 5 nominees for best film provided another reason for people to question the selection committee, and why blockbuster films, if done right, couldn’t be on the shortlist.

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Some people blame Nolan for ushering the age of the dark, gritty superhero film. However, Marvel don’t do it like that. It has less to do with Dark and more to do with Nolan’s filmmaking talents on their own, possibly superior to anything else we’ve seen in this genre.

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3. The Empire Strikes Back: Not the cultural phenomenon that the first Star Wars film us; you can only break new ground once. However, being the middle part of a trilogy allowed for twists and directions usually that don’t show up in this type of movie, if there is anything like it.

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Three years after George Lucas changed the world with the 1st Star Wars film, the sequel made $538.4 million on a $33 million budget. The movie holds a 94% score on Rotten Tomatoes, although initially some didn’t appreciate the “middle-of-the-story” ending of the film.

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Besides giving us one of the greatest reveals in pop culture history, it helped elevate Darth Vader into all-time villain territory, regardless of what happens in the third film, which turns his villainy into more of a anti-hero type of characterization.

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2. Terminator 2: Maybe it says something (good) about James Cameron if he appears twice on this list. The second Terminator film doesn’t have a lot to do with the first one in terms of visuals and overall quality. The 8 years between the two movies made a huge difference, and the 2nd film possibly provides the biggest disparity between an original and a sequel in favor of the 2nd film.

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Released in the summer of 1991, the epitomal Arnold Schwarzenegger film made $519 million on a $100 million budget. Still considered as one of the best action movies ever made, it holds a 93% score on Rotten Tomatoes.

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Catchy quotes, excellent action sequences, groundbreaking special effects: This movie had it all. As a kid watching this, maybe the thing that I was especially pleased to see was the hero beating the bad guy, but still sacrificing himself for the greater good (not that it did any good).

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1. Godfather Part II: Just like in Star Wars vs Empire Strikes Back, this movie didn’t have the cultural impact of its predecessor. However, it’s superior in almost every way, from the terrific dual timeline storytelling, to the grand scope and epic acting by pretty much everyone involved.

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The Godfather Part II cost $13 million to make, and it grossed $57 million in North America alone. It holds a 97% score on Rotten Tomatoes, with only two negative reviews. The film won 6 Academy Awards, including for best director, picture and supporting actor (Robert De Niro).

It’s hard to point to one scene that stand out in a film filled with epic moments. For me, Michael’s (Al Pacino) reaction to Kay revealing to him that she had an abortion is one of the most powerful, rage-filled moments in cinematic history.