1. THE COLOR OF MONEY

Most people don't know this is the sequel to "The Hustler." Why should they? Scorsese, Newman, and Cruise aren't known to ever really do many sequels, and only Newman was even involved in the original. While the first was better, try and argue with that kind of star power. I mean it. Try. They'll break your legs if do. That is why this is my number one.

2. PSYCHO II

While everyone has already forgotten the remake, as well as the Jason Bateman "Bates Motel" series, how I wish that was a joke, "Psycho" did have some decent follow up. Knowing the original, I was legitimately sympathetic while leery of Norman as he tried to make good of himself after serving his time. You really don't know if he's lost it again or not. Some good twists, a Tilly sister, not bad at all. Part III is fairly watchable, but take IV out in the yard and pee on it.

3. JAWS 2

Did it have the heart of the original? No. Did it have the the manly yet vulnerable dialogue exploring how the sea represents and in some ways contains our deepest fears? No. Did it have Roy Scheider, a big shark, and some pretty good action? Sure thing.

4. SCREAM 2

"Sequels suck!" The motto of this film, which oddly didn't suck. The third one was pretty questionable, but this one had a knowledge of it's source material, namely derivative sequels. Like the original, it embraces and mocks their faults at the same time. "Scream" may have been pop horror, as some have said, but this one was for the real horror fans.

5. TREMORS 2

One thing that bothers me about sequels is when they don't seem to remember the first movie. Tremors 2 was fairly smart. The heroes took what they knew about the creatures and used it to their advantage, coming up with easy ways to kill the creatures. The writers then have the creatures mutate, adding the unknown back to the equasion, as well as setting up new and different situations. Maybe not the best movie, but an excellent example of how to do a follow up.

by AG

1. TERMINATOR 2: JUDGMENT DAY

A tough call. Of course this one is a huge technological leap ahead of the first one (that's what eight years of advances and a budget multiplied by eleven will getcha), but it's basically the same story, so it loses a couple points for originality.

2. GODFATHER, PART II

Another tough call, but for me, this one falls a hair shy of the original; I find it colder, less accessible (which is the point, as Michael recedes further into paranoia and revenge) than GF1, but nonetheless a stunning expansion and extrapolation on it.

3. DESPERADO

As with T2 and its own predecessor, Desperado is a huge technical step up from El Mariachi, but loses a degree of El Mariachi's cheap guerilla heart, while retelling the same story.

4. STAR WARS: EPISODE II - ATTACK OF THE CLONES

A'right, it's no EMPIRE. But it's no MENACE either. In fact, if we can accept that as a scale of "Rocks" versus "Bites", then I think it's safe to say CLONES ranks somewhere right in the middle. After all, parts of it rock (the Yoda v. Dooku saber-fight), parts of it suck (anything with Hayden Christensen) and parts of it are right down the middle. So, yeah, that's what I'd call admirable.

5. MAGNUM FORCE

Not quite as gritty as Dirty Harry (but fucking close; I mean, it does show a pimp killing one of his girls by pouring drain cleaner down her throat), but has a similar visceral effect, and is even a bit creepier with its vigilante motorcycle cops. The series got dumb in a hurry after this, pairing Callahan with a series of random minority partners, including an Asian (The Dead Pool), an African-American (Sudden Impact), an endangered American Bald Eagle (also Sudden Impact), a leprechaun (Dead Pool), an orphan boy (Cop and a Half), an orangutan (Any Which Way But Loose), a bar of soap (Silkwood), and Tyne Daly (The Enforcer).

by jim

1. THE EMPIRE STRIKES BACK

The uber-dark sequel to STAR WARS is creeping up my list of favorite SW films, but at this point is still held off by it's Obi-Wan and Jawa heavy predecessor. Many around the DangerOffice scoff at my ranking of ESB at the bottom of the original trilogy list, but they're wrong. Hell of a movie, though.

2. GHOST-BUSTERS 2

Doesn't have all of the energy and zip of the original, but somehow it works for a film about older, fatter ghostbusters saving the world again. This one is also a little heavier on the plot, usually a killer for comedies, but the exceptional talents of Bill Murray, Dan Aykroyd and Harold Ramis make this movie a lot of fun.

3. INDIANA JONES AND THE TEMPLE OF DOOM

Maybe it's too dark and scary, maybe the missing artifact isn't as cool, maybe they're just aren't enough evil Nazi's running amuck, but this further adventure of Indiana Jones misses the bullseye mark that the first one (and third, for that matter) hit. It still has the razor sharp Harrison Ford, that kid from THE GOONIES, and a hell of an opening number.

4. THE GREAT MUPPET CAPER

Suffers from the same too much plot disease that hurts many a sequel, but the Muppets themselves are still in prime condition. Just try to watch the opening number, "Hey! A Movie" or "Happiness Hotel" without a big fat grin on your face, I dare ya!

5. AMERICAN PIE 2

What can I say, they stayed true to their characters and followed a reasonable progression of their lives. By the time you've finished watching this movie the unknowns who brought Stifler, Jim, Finch and Co. to life in the original truly make you feel like part of a reunion with old friends at the end. Oh, and it's damn funny.