Sometimes, Hollywood forgets that sequels don't need to be anything more than cheap cash-ins.

<strong>9. THE ROAD WARRIOR</strong>- When it hit America in 1981, few people even realized that The Road Warrior was a sequel. Its predecessor, Mad Max, was a little-seen oddity that looked like someone's deranged home movies compared to the grueling, badass epic Warrior turned out to be. We don't need to know where Max came from, just that he's here, he's pissed off, and no muscle-bound leather daddy is going to steal gasoline on his watch.

<strong>8. CLERKS II</strong>- In their 20s, Dante and Randall were lazy, self-obsessed, and immature. In their 30s…well, things haven't changed on those fronts, but now they're in color! And they get to sleep with Rosario Dawson! Seriously, though, Clerks 2 proves you can grow up and have your donkey show, too. As the two slacker icons (and their creator) learned, sometimes it's better to just stick with what you know.

<strong>10. FRIDAY THE 13TH: THE FINAL CHAPTER</strong>- Despite blatantly lying to us, The Final Chapter is by far the best of the Friday series, if only for the teasing idea that not only could someone possibly kill Jason Voorhees, but that someone could be Corey Feldman. Throw in some Crispin Glover and you, my friend, have yourself a classic. And you thought they jumped the shark with that cheesy 3-D movie. Don't sleep on the guy in the mask.

<strong>7. JACKASS NUMBER TWO</strong>- Where to go but up? (Or down?) Jackass Number Two is sicker, extremer, and horse semener than the first one, with more elaborate stunts, more involved pranks, and more gag-inducing moments than anything in the first movie or, for that matter, the TV series. When you find yourself feeling bad for a guy who deliberately gave himself a fire-hose enema, you know things are fucked up.

<strong>6. SUPERMAN II</strong>- The problem with Superman is that he's almost too powerful, so it takes more than a nutty real estate scam and a bad wig to be a worthy villain. Superman II finally gave Kal-el some baddies he could unload some proper Kryptonian whoop-ass on, which is all we'd ever been asking for. (Are you listening, Bryan Singer?) When Supes asks General Zod to "step outside," Big Blue went from Boy Scout to badass.

<strong>5. ALIENS</strong>- How do you improve upon a movie as good as Alien? By replacing the skittish crew of science nerds with a gang of rowdy-ass motherfucking Marines armed to the teeth, and then setting them loose on a planet crawling with acid-spitting monsters. Aliens pretty much defined the sequel maxim "Give them what they like, only a lot more of it," and in her climactic showdown with the alien queen, Sigourney Weaver's Ripley became a sci-fi cult hero.

<strong>4. X2: X-MEN UNITED</strong>- Set piece for set piece, X2 one-upped its original in every possible way. X1 had good moments (Magneto's flashback, Wolverine's throw down with Sabretooth), but X2 had amazing moment after amazing moment (Nightcrawler's White House raid, Magneto's prison break, Wolverine's quiet night of babysitting the kids, it goes on and on). And the cherry on top? The final pan over the water that made a thousand fanboys whimper with joy.

<strong>3. TERMINATOR 2: JUDGMENT DAY</strong>- This is how you make a sequel. You take the simple premise established in the original (robot from the future hunts a mysterious woman), and you twist it, turn it, and embiggen it in ways no one could have seen coming. Wait…Arnold's good now? Sarah Connor's an ass-kicking mental patient? There's a superior model Terminator? T2 left theater floors covering in popcorn, soda, and jaws.

<strong>2. THE GODFATHER: PART 2</strong>- The Godfather is, by all accounts, an undisputed classic. And yet, it still had this one minor, nagging little flaw—it had Pacino, Brando, Caan, and Duvall but it didn't have Robert De Niro. Sorry, you can't call yourself a mob classic without Bobby, so when Part 2 stitched up that hole by casting De Niro as young Brando, all was right with the world. And how many sequels can boast a Best Picture Oscar?

<strong>1. THE EMPIRE STRIKES BACK</strong>- Forget all that Star Wars Episode Blank: Revenge of the Phantom Returning Blank crap—all you have to say is Empire. Back in 1977, we had no idea that the Star Wars universe could be bigger. Han Solo is the coolest character in the galaxy, Lando Calrissian, Boba Fett…the list goes on. The Death Star assault is the best action sequence you've ever seen. Check out the Imperial siege on Hoth. Ben Kenobi is the wisest Jedi? Preach on, Yoda. And happy endings are always the most satisfying? Not necessarily.