20. Star Trek 2: The Wrath Of Khan (1982)
The Sequel: A follow-up both to Star Trek: The Motion Picture and also original Trek episode Space Seed, which introduced Ricardo Montalban's Khan Noonien Singh.
Why It Measures Up: Ironically, by returning to the series' small-scale roots, this was better cinema than the first film - less bothered by spectacle and more interested in telling a well-paced, exciting yarn.
19. Batman Returns (1992)
The Sequel: Think Gotham City was weird when the Joker was around? Try it now, with the Penguin, Catwoman and Max Shreck all vying for Batman's attention.
Why It Measures Up: Between his two Batflicks, Tim Burton had perfected his Gothic, fairytale style with Edward Scissorhands - meaning that the sequel is a true auteur's piece, as vividly drawn as anything in the director's C.V.
18. Back To the Future 2 (1989)
The Sequel: A simple trip to 2015 causes chaos for Marty McFly when Biff Tannen gets his hands on the DeLorean time machine.
Why It Measures Up: Think blockbusters are dumb? Zemeckis' sequel milks the time travel concept for all its worth as Marty ends up reliving the events of the first film. It took the simple pleasures of Part 3's Western to calm things down.
17. Harry Potter And The Prisoner Of Azkaban (2004)
The Sequel: School gets a lot tougher for Harry Potter as Dementors ransack Hogwarts in pursuit of the mysterious Sirius Black.
Why It Measures Up: After Chris Columbus' two solid if overly reverential efforts, Alfonso Cuaron pares down the story, picks up his camera and produces the first Potter film that feels like a movie rather than a novel with actors.
16. The Bourne Supremacy (2004)
The Sequel: Matt Damon's amnesiac killer realises that just because he's off the grid, doesn't mean he's out of the game.
Why It Measures Up: Paul Greengrass takes over the directorial reins and galvanises the action genre with insanely fast-cut, handheld mayhem, notably the climactic Moscow car smashathon.
15. The Bride Of Frankenstein (1935)
The Sequel: Undaunted by the apparent failure of his first venture in raising the dead, mad scientist Frankenstein continues to explore the creation of gods and monsters.
Why It Measures Up: With Boris Karloff's iconic look as the Creature in place, James Whale decided to have some fun with this seriocomic follow-up, in which normality takes a kicking from various freaks and underdogs.
14. Mad Max 2: The Road Warrior (1981)
The Sequel: Scavenger/vigilante Max roams the post-apocalyptic desert and faces off against a gang of petrolhead marauders determined to find oil.
Why It Measures Up: With Mel Gibson a star, George Miller had the budget to really show what his Aussie dystopia was like -a full-pelt, ultra-violent chase movie through the Outback.
13. From Russia With Love (1963)
The Sequel: Fresh from defeating Dr No, James Bond is targeted by SPECTRE in a deadly revenge trap.
Why It Measures Up: One of the few Bond movies to actively position itself as a sequel to the previous film, this raises the stakes with increased globe-trotting, bigger action and the arrival of Q. In doing so, a one-off hit becomes a timeless franchise that is still going strong.
12. X2 (2003)
The Sequel: Professor X and Magneto are forced into an uneasy alliance when a common enemy threatens both mutant factions.
Why It Measures Up: X-Men's relatively small budget meant it struggled to do than lay the groundwork for the characters. That means that, second time around, Bryan Singer could get on with the action while still drip-feeding enough grace notes to keep intelligence levels high.
11. Before Sunset (2004)
The Sequel: Jesse and Celine reunite in a real-time follow-up, both in terms of its 80 minute run-time and in being set/made nine years after Before Sunrise.
Why It Measures Up: Director Richard Linklater let stars Ethan Hawke and Julie Delpy co-write the script, ensuring that their real-life regrets and experiences forged electrifying authenticity.
10. Evil Dead 2 (1987)
The Sequel: Subtitled Dead By Dawn, Sam Raimi remakes the original film in 10 minutes and then shows what happens to Bruce Campbell's Ash now he's on his own and getting madder by the minute.
Why It Measures Up: The Evil Dead was a horror movie with dark laughs. The sequel is an all-out splatstick comedy, as Raimi utilises his greater experience and budget to push the genre into new, even more demented areas.
9. The Silence Of The Lambs (1991)
The Sequel: A new cast and crew, but this picks up where Michael Mann's Manhunter (based on Red Dragon) left off - with Hannibal Lecter behind bars, advising on still-on-large serial killers.
Why It Measures Up: Jonathan Demme favours Gothic horror where Mann made a modernist thriller, creating an indelible bogeyman in Anthony Hopkins' Lecter and sweeping the board at the Oscars.
8. Terminator 2: Judgement Day (1991)
The Sequel: John Connor thinks his mum dealt with The Terminator, but hey! this is time travel and Skynet's had an upgrade.
Why It Measures Up: James Cameron, not the last time on this list, nails the sequel not just by going bigger but by confounding expectations - not only is Arnie the good guy, but he's a pussy next to the stealthy menace of the shape-shifting T-1000.
7. The Lord Of The Rings: The Two Towers (2002)
The Sequel: When the going gets tough in Middle Earth, the Fellowship splits in two - one half holed up in Helm's Deep, the other forced to rely on an untrustworthy guide.
Why It Measures Up: OK, we're cheating. Everybody regards all three films as The One Ring. But it's the tricky middle-section - which features the saga's best battle and introduces game-changing mo-cap pioneer Gollum - that truly gave fans faith in Peter Jackson's ability.
6. Dawn Of The Dead (1978)
The Sequel: The morning after the night before, survivors of the undead apocalypse realise that a shopping mall is the perfect place to hole up against the zombie hordes.
Why It Measures Up: George A. Romero foregrounds the social subtexts of the original to create a satirical vision of our consumer feeding frenzy, proving - as he would in 80s critique Day Of The Dead - that zombies are the perfect symbol whatever the era.
5. The Dark Knight (2008)
The Sequel: The Joker begins a reign of terror in Gotham City that threatens to tear apart everything that dark knight Batman, and white knight Harvey Dent, have fought for.
Why It Measures Up: If Batman Begins brought hyperrealism to the superhero origins story, the sequel positions itself as a crime epic whose flawed heroes and psychotic villains just happen to wear costumes.
4. Toy Story 2 (1999)
The Sequel: Roles are reversed, as Buzz Lightyear has to save Woody when the latter is kidnapped by a toy collector.
Why It Measures Up: Woody's dilemma - live in a toy museum, or risk abandonment by owner Andy? - piles on the existential trauma, even as the film plays brilliant games with the original (the 'second Buzz' is a stroke of genius). Better still, the film's emotional core sets up the equally good Toy Story 3.
3. Aliens (1986)
The Sequel: In which James Cameron decides that Ridley Scott had it too easy dealing with just one Alien, and so unleashes hundreds of the buggers.
Why It Measures Up: The cliché that sequels should be bigger gets its most elegant application here, as Cameron raises not only the stakes but changes the entire genre by swapping "haunted house in space" for "Vietnam in space."
2. The Godfather Part 2 (1974)
The Sequel: …and the prequel, as the ambitious but psychotic Michael Corleone starts to unravel everything his dad built from nothing as a young man.
Why It Measures Up: Coppola was reticent about returning to the Corleone clan until he had the dual-timeline brainwave. The result is as much a critique as a continuation of the original, expanding the story to mythic proportions.
1. The Empire Strikes Back (1980)
The Sequel: Who's the daddy? Financially independent and still abuzz with 1970s ambition, George Lucas takes huge risks and sets the benchmark for the modern-day sequel.
Why It Measures Up: Putting the rebels on the back foot turns the sequel into a story of resistance and flight, of love affairs forged under pressure, and heroes rallying to friends’ needs - albeit one backed by extraordinary, iconic set-pieces from the AT-AT attack to the final Oedipal lightsaber duel.
Entries 50-21 can be found @ the Source