There are many ways to screw up a sequel to a great film. Perhaps the most common is to simply rehash the previous film without adding anything to it, resulting in a stale and unsatisfying retread. Some sequels are follow ups to very singular movies, and struggle to bolt on a continuation of the narrative when the original film wrapped up its story neatly and thoroughly. We’ve all seen these types of sequels many times.

However, the type of disappointing sequel that really gets me is the sequel that just doesn’t seem to understand what was great about its predecessor. The filmmakers understood that people wanted more of the world and its characters, but just completely missed the boat in terms of why we loved the first movie so much. It’s a more subtle kind of failure, and sometimes it doesn’t even result in a bad movie, just a dissonant and strangely unsatisfying one. Here are the top ten sequels to great movies that just didn’t “get it” when it came to their own subject matter.

 

10. Star Wars Episode VI: Return of the Jedi (1983)

Oh yeah, we’re starting with a biggie here, but like I said, we’re not necessarily talking about bad movies, although many would say the case could be made for Return of the Jedi. Jedi is the follow up to the best Star Wars film, and one of the best sequels ever made, The Empire Strikes Back. Instead of expanding the story, building on the characters, and taking us to new and unimagined worlds, Return of the Jedi is essentially a remix of the original Star Wars. It sends us back to Tatooine, where the famous cantina scene is remade in the form of the muppet-strewn Jabba’s palace. It conjures up the nonsensical second Death Star, because George Lucas apparently couldn’t be bothered to come up with a new ending for his story after cramming it into the original film when he didn’t know if he’d ever get to make sequels at all. It sacrifices the concept of primitive but honorable warriors defeating the technologically advanced Empire in favor of the very marketable teddy bears of the Ewok villages. Han Solo sleepwalks through the entire film, things that worked in Empire are simply repeated as though that will strike anyone as clever (“I know”), and no one pays any kind of price for the theoretically hard-fought victory at the end.

Empire put the heroes through a wringer for two hours straight. Jedi barely makes them break a sweat as they stride almost unopposed to the end of the story. Much of the Luke/Vader story works, and as that is the most important part of the film, it doesn’t sink under the weight of its own lack of imagination. If looked at with honest eyes, though, Return of the Jedi is the first prequel in a spiritual sense. It retreats from the new ground broken in Empire so quickly it almost makes the viewer’s head spin.

 

9. Back to the Future Part II (1989)

While certainly an entertaining film in its own right, Back to the Future Part II misses the appeal of its predecessor to a shocking degree by being almost entirely about time travel. The first Back to the Future was not about time travel, it was about the relationship between Marty and the 1950s versions of his parents. The DeLorean is merely the plot device that gets you where you need to be for the story to happen and helps drive the plot forward, but the emotional core of the movie and the bulk of the action centers around a son trying to make his father a more rounded person in a way none of us will ever get a chance to try. Time travel is simply the glue that holds together a story about two generations that come to understand one another a bit better, albeit only one of them really knows what truly happened in the end.

In Part II, time travel is the story. The DeLorean is practically a central character as it whisks Marty and Doc from one time to another, pulling the plot along as the sole hook on which the narrative is hung. No time is spent making future Marty and his family a group of characters we care about, because the various timelines and related shenanigans are the point here, rather than the device by which an emotional and human story is delivered. Part III would bring the series back to its character driven roots (although fans of Part II might well think Part III belongs on this list, and they do have a point), providing much needed closure on the central relationships of the trilogy.

 

8. Alien 3 (1992)

Alien 3 was a famously troubled production, and the fact that it is an unmitigated disaster from start to finish is more of an inevitable end result rather than any specific filmmaker’s fault. Director David Fincher suffered from tremendous studio interference. Myriad drafts of the screenplay flashed by during pre-production, taking place anywhere from Earth itself, to an orbital space station, to a planetoid literally made of wood. The final setting, a hope-free, hardcore penal colony on a far flung moon, isn’t actually a terrible choice of location, but the filmmakers seem to have forgotten to do one thing: Watch the previous film.

Somewhere along the line, someone made the fateful decision to kill the characters we had rooted for, suffered with, and feared for all through the masterful Aliens, and to do so almost entirely offscreen. Brave, straightforward Corporal Hicks, who by the end of Aliens seemed to represent a possible source of comfort and maybe even happiness for Ripley, and Newt, Ripley’s surrogate daughter that she faced down Hell itself to rescue from certain death, are coldly bumped off in the opening sequences of Alien 3, killed by malfunctioning hypersleep capsules and falling debris. Instead of seeing the continuing adventures of these loved survivors, we’re expected to follow a newly lone Ripley in a grimy, dingy repetition of the vastly superior first film, pulling back from the scope and expanded lore of the second film to simply retread what Ridley Scott already did over a decade earlier. It’s one of the worst betrayals of an audience’s sympathies I have ever seen, and over twenty years later it still makes me angry.

The silver lining on this chronically underlit cloud? A disgruntled Michael Biehn (Corporal Hicks), irritated by what had happened to his character after years of stalled pre-production, including some versions of the script in which he was the main character, sued Fox for using an image of him from Aliens without permission, and was awarded an amount equal to his full salary for Aliens as a result. As Biehn himself said at an Aliens 25th anniversary screening in Los Angeles when asked about this film: “Man, FUCK Alien 3!”

 

7. Batman Forever (1995)

Tim Burton may have never read a Batman comic in his life, but he effectively revolutionized how the mainstream public views the character. His 1989 film comes off pretty goofy today, but at the time it was shockingly dark and brutal for a superhero whose primary public image was that of the 1960s Adam West TV series. In the intervening years, work like that of Neal Adams on the regular Batman comics and Frank Miller’s industry-changing The Dark Knight Returns provided fertile ground for Burton’s darkly weird sensibility to take root. Batman and its sequel Batman Returns forever altered Batman in the public consciousness, and led to the landmark Batman: The Animated Series and a landslide of grim and gritty ‘90s heroes, many of whom arguably did not quite get why the darker Batman worked in the first place.

Apparently someone at Warner Bros. in the mid-‘90s had had just about enough of this, because when it came time for the third Batman outing, Burton was out and Joel Schumacher was in, and along with him came many elements that the previous films had tried so hard to leave behind. Schumacher himself took much of the blame for Batman Forever and its even more repulsive sequel over the years, but in recent times it has been said that Schumacher wanted to keep things Burton-esque in Forever. It was the studio that pushed for a more ‘60s Bat-sensibility, and you can actually see the two wildly different takes on the character in a bit of a tug-of-war during the film at various points. At the time, all we knew was that suddenly everything was lit neon green and Jim Carrey was mugging around in a leotard while Tommy Lee Jones cackled like a one-note maniac who was supposed to be Two Face, of all people. It’s a tremendously regressive sequel, and throws out much of what made the Burton films appealing in the first place in favor of campy over the top nonsense. It would only get worse in Batman & Robin, resulting in the Batman film franchise being completely shut down for eight long years until it was resuscitated by Christopher Nolan with Batman Begins in 2005.

 

6. The Mummy Returns (2001)

Does it count as a confession if I say I really like The Mummy? It’s not on par with Raiders of the Lost Ark or anything, but it’s a fun action adventure set in the early 20th century with a charismatic hero and a cool fantasy element that scratches that same itch as Indiana Jones. The CG hasn’t aged well, but it’s a good time at the movies even today, I’d say. As such, it’s a real tragedy that the sequel ended up being such a disaster (to say nothing of the third film). The chemistry of the lead characters is hamstrung by adding their annoying kid to the mix, and an absurd amount of time is spent building up the Scorpion King character in preparation for the planned spinoff film starring The Rock. The spinoff actually turned out pretty well for a modern era sword-and-sandal flick, but in The Mummy Returns, the only payoff is a hilariously terrible CG scorpion monster with a cartoon version of The Rock’s face plastered on it.

Much more could have been done with these characters if they’d followed a more Indiana Jones-esque route. Apparently one of the original ideas behind the franchise was to have the Brendan Fraser and Rachel Weisz characters encounter a different Universal Monster in each film, such as the Wolf Man, Dracula, Frankenstein’s monster, or maybe even the Creature from the Black Lagoon. There’s a lot of fertile ground there, but instead the Egyptian elements of the first film were considered indispensable to its success, so it’s another race through the desert, this time with the previously formidable title villain reduced to resurrecting his dead love and getting stabbed in the back for his trouble. Between Super Thirsty Imhotep, weirdly contrived action sequences that lack the spontaneity and humanity of the first film’s setpieces, and Brendan Fraser running faster than the rotation of the Earth to save his son, there’s just nothing to sink your teeth into.

 

5. Indiana Jones and the Temple of Doom (1984)

Speaking of Indy, one of his outings belongs on this list, and it’s not necessarily the one many would pick. Indiana Jones and the Crystal Skull is indeed a weak film, but it’s no coincidence that it follows the template of the other weak Indy film, Indiana Jones and the Temple of Doom. Temple is an example of what is a disturbingly common problem with sequels to fun, lighthearted popcorn films – the tendency to devolve into nastiness and cruelty in an attempt to make the sequel “darker” or somehow more serious. Whereas Raiders is enough of an adventure rollercoaster that it manages to sell potentially grim moments like a man using a gun to coldly shoot a man armed only with a sword or letting someone get ground up by a propeller, Temple plays up the darker side of just about everyone, with detrimental results.

Bad enough to add a child sidekick for Indy, but on top of that you get to see Indy slap the kid around, albeit under mind control. But did that really need to happen in an Indiana Jones film? Fish-out-of-water moments involving intentionally strange cuisine has an uncomfortably racist tinge to it today. Rather than a strong female love interest like Marian to accompany Indy, we get the screechy stereotype of Willie. In general it’s a grimy, mean-spirited film with shockingly graphic violence for its rating. It’s not at all hard to see how this movie (in conjunction with Gremlins) spurred the MPAA to create the PG-13 rating soon after its release. While Temple isn’t a bad movie, per se, it’s definitely the weakest of the original three Indy movies. Stories are often told of how Spielberg and Lucas were going through very messy divorces and personal issues at the time of Temple’s production, which may explain the tone of the film overall. Thankfully, by the time production began on Indiana Jones and the Last Crusade, they had their Indy sea legs back.

 

4. X-Men: The Last Stand (2006)

This one may not be entirely fair, because it’s hard to say how many of its shortcomings are due to the numerous production problems it suffered and how many are due to sheer creative failures. It’s too disappointing to leave off, though, especially after the first two X-Men movies set the scene so well for it. Before the Marvel Cinematic Universe, before the Nolan Batmans, before even the Raimi Spider-Mans made comic book films a driving force in Hollywood, Bryan Singer’s X-Men debuted in 2000. One of the first big budget comic book films to really treat its source material with respect, X-Men set a tone that would be followed for many years to come, with Singer even managing to top himself with X2: X-Men United, a dense and effective sequel that ended with a not-so-subtle tease that the next film would tackle one of the best and most important X-Men story arcs of all time.

The Phoenix Saga and the Dark Phoenix Saga are the defining moments of the Modern Age X-Men. A film centered on Jean Grey’s struggles with the cosmic power of the Phoenix and her eventual self-sacrifice could have been tremendous. Instead, Bryan Singer left to make Superman Returns, the cinematic equivalent of tripping over your own feet. To replace him, Fox dragged in Brett Ratner, which is sort of like replacing Neil Gaiman with the guy who writes the scent descriptions on the Old Spice deodorant packages. It’s unlikely that the overall film is wholly Ratner’s fault, as the script he has to work with utterly fails to capitalize on the groundwork laid by the previous installments. Instead we get another “Magneto wants to rule the world” story that makes almost no sense, the Phoenix reduced to a sidekick, Cyclops killed offscreen at the beginning of the movie so James Marsden could be in Superman Returns instead, and really just a distressingly thoughtless movie. If X-Men: The Last Stand had been done with care and an eye to what the previous film accomplished, it could have been one of the touchstones of comic book film adaptations. Instead it was a fumble so thorough that the upcoming X-Men: Days of Future Past is still trying to undo the damage it caused, eight years and three films later.

 

3. The Matrix Reloaded (2003)

There should never have been sequels to The Matrix, really. The first film is a brilliant, self-contained story about perception, self-identity, and the nature of reality, and the ending, showing Neo ascending to essentially godlike status, leaves very little room for a continuation of the story, at least if you want Neo to remain the central character. But there are sequels, and they are tremendously flawed in numerous ways. You could bring up the handwavy de-powering of Neo with the “upgraded” agents. Reloaded raises many questions that Revolutions never bothers to answer. The entire runtime of the second film is dedicated to Neo finding a way to prevent something that happens anyway in the third film. The human city of Zion, previously left to the imagination, turns out to be oddly bureaucratic, and Morpheus is actually a bit of a loon to most of the population. But I’m not here to talk about any of that. The Matrix Reloaded and The Matrix Revolutions are on this list because of one particular miscalculation that, to this day, I remain baffled as to how it occurred.

One of the biggest hooks of The Matrix was the unspoken notion that it was our world. Neo is our protagonist, and we take the journey along with him through the film as he realizes reality is not actually real. The first film takes care to present the in-Matrix world as the reality the viewer lives in. It’s stylized in many ways, certainly, but it’s strongly implied to be our world, circa 1999. There’s even a clever moment where Neo has deja vu, which the more experienced members of the crew recognize as a Matrix-specific symptom of an alteration being made to the local code. The implication here is that perhaps human beings who aren’t plugged into the Matrix do not have deja vu, and the fact that we do experience it means that we are in fact in the Matrix. That’s a great little mindscrew, and the first film is full of them.

The sequels, on the other hand, jettison that notion, and the Matrix becomes a wholly unfamiliar and unbelievable place. The entire Matrix seems to be a nondescript mishmash of numerous cities now, with no real connection to what we would recognize as the real world. Ghosts, vampires and werewolves are dragged in and “explained” as ancient machine programs who have gone rogue, even though they neither resemble the creatures of folklore nor anything recognizable from our world. The fight for humanity in the sequels has suddenly become about other people, not us. Whereas one of the most compelling aspects of the first film was that we too could be in the Matrix, waiting for Neo to free our minds, the sequels definitively squash that notion, depicting the Matrix as a place distinctly removed from the world the audience inhabits. This is a tremendous error that holds the viewer at arm’s length in a way the first movie doesn’t, and I think it’s one of the key reasons it was so much harder for most people who embraced the world of The Matrix to accept the added strange stuff in the sequels.

 

2. Bill & Ted’s Bogus Journey (1991)

It’s been said that a man in a funny hat isn’t funny, but a man in a funny hat who doesn’t know his hat is funny is uproariously funny. Bill & Ted’s Excellent Adventure has absolutely no idea its hat is utterly ridiculous, and the fact that it plays everything completely straight makes it a joyfully silly movie. The historical figures are broadly drawn, playing to stereotypes related to each of them enough to make them recognizable, but their interactions with other characters and presentation in the history report make it clear that the filmmakers know more about them than they let on (or at least more than Bill and Ted know). Perhaps most importantly, Bill and Ted themselves are not disrespectful slackers or mean-spirited losers, as they might be in a modern remake of the property. They are acceptably intelligent, hugely unmotivated, extremely naive, but ultimately good-natured young men, who are polite in the right circumstances, never negative even toward people who antagonize them, and genuinely see the best in everyone they meet. The only instance of aggression or real anger shown by either of them occurs when Bill thinks a “Medieval dickweed” has killed Ted, although it turns out that it was simply Ted’s suit of armor that was stabbed, and Ted himself “popped out of my suit when I hit the floor!”, in an example of the lighthearted moment-to-moment plotting the movie excels at.

When it came time to make a sequel to the unexpectedly lucrative and influential film, many routes could have been taken. More historical tomfoolery would have been repetitive but probably workable. Bill and Ted learning to become a functional band via trips to the past and possibly the future is fairly rich with potential. But the appeal of the first movie is very much rooted in the good-hearted duo who seem destined for failure but succeed after a nudge in the right direction from George Carlin, simply by being themselves. In the end we are perhaps skeptical that they are truly destined for world-changing greatness (“They do get better!”), but we’re left feeling glad they’ll be okay, one way or another. Bill & Ted’s Bogus Journey throws this all out the window in the name of upping the wacky and the weird to a ridiculous degree that ends up being alienating and a little disturbing in the end.

Oddly, Bogus Journey suffers from a similar problem as the other Keanu Reeves series on this list, The Matrix. The first film could essentially be our world in which a rather wacky future results in a very forgiving form of time travel. Bogus Journey throws this idea out the window, condemning Bill and Ted to death at the hands of evil robot versions of themselves, who then proceed to ruin our heroes’ former lives by being complete dicks to everyone in the boys’ lives. Meanwhile the real Bill and Ted find themselves as shades in the afterlife, wandering through strange, almost Burton-esque versions of Hell and Heaven. The only real flash of the first film’s fun-loving nature comes in the form of the Grim Reaper and the boys’ The Seventh Seal style game session with him for their freedom, naturally played to a best of seven score due to Death’s refusal to admit defeat. By the end of the film, the band Wyld Stallyns consists of not just Bill, Ted, and the historical babes, but Death himself, crude good robot duplicates of the boys, and a truly weird Martian scientist character named Station, who can only say “Station.” It’s a scattered, ramshackle story with a strange mean streak running through it, and one gets the feeling that the movie doesn’t like its title characters very much. For whatever reason, the creators believed that instead of taking another romp with the inherently enjoyable duo, we’d rather watch them get tortured physically and metaphysically for an hour and a half. That belief was in error. Here’s hoping that the lately much-discussed possible third film has a better handle on what made the original movie…well, excellent.

 

1. Ghostbusters II (1989)

I say without apology or qualification to anyone who’ll listen: Ghostbusters is one of the greatest films of its era. Creator and co-writer Dan Aykroyd says the idea for it was percolating in his head for years, and it shows. The concept is so solid and the approach so well thought out that somehow the premise works without any apparent effort whatsoever, even though it was clearly a herculean effort on the part of the filmmakers. It’s a perfect storm of flawlessly executed elements that come together to make one of the most unique pieces of cinema of the ‘80s, and one that still holds up today outside of the matte lines around the stop motion terror dog effects. The most important aspect of the film in terms of how its sequel is number one on this list with a bullet is the way it functions as a horror/comedy; specifically the fact that both sides of that hybrid genre equation are expertly balanced.

If you take the comedy out of Ghostbusters and play the story as a horror film, you actually have a pretty great horror premise: Ancient evils and Lovecraftian Old Gods await beneath the surface of the greatest city in the world, and a crazed architect used arcane construction and design to turn one of the Big Apple’s skyscrapers into a lightning rod and a doorway for one of those unspeakable beings. It instantly captures the imagination and is strangely easy to accept as a believable story, especially set in the towering dark forest of the New York skyline. On the other hand, if you take the horror elements out of the movie, you still have the groundwork for a great comedy: Three brilliant but eccentric scientists (and one regular guy) form a ghost extermination business, and it actually succeeds. You could write a functional screenplay out of either of those ideas, but put them together, slap a ripoff of Huey Lewis’ “I Want A New Drug” on the soundtrack, and you have gold.

So why is it that the sequel seems to forget about all of the things that worked so well in Ghostbusters and instead falls back on tired “comedic” cliches and the popular but arguably least compelling catchphrase of the first film, “I got slimed”? Despite being hailed as heroes in the end of Ghostbusters, Ghostbusters II finds the team scattered, with Ray and Winston stuck performing at children’s birthday parties for extra income. The upshot of this is that we have to watch the Ghostbusters reform as a team, which is what first films are for. The team is already assembled, it’s time to tell a story with real meat on it now that the heavy backstory lifting is done, not make a two hour running gag about mood ring mucus. Instead of a paranormal threat lurking in plain sight for centuries under New Yorkers’ noses, the Big Bad is a haunted painting of a Vlad the Impaler clone by an Eastern European immigrant, who is played for laughs mainly off the fact that he has an accent. Returning characters have little to do, but are back because they’re expected to be, and Sigourney Weaver’s Dana even managed to have a baby between films. The baby is used as a plot device in the most predictable and uninteresting ways imaginable, and most of Bill Murrary’s scenes involve him hamming it up with the baby as straight man. Murray tries his absolute best throughout the film, but even he can’t save it.

Little glimmers of what could have been shine through, like the sublime “Do-Re-Egon!” bit that kicks off Peter, Ray and Egon doing what they do best together, but they are fleeting. Ghostbusters II is by turns dull and strangely nasty, focusing not on the hidden evils of the city New Yorkers navigate every day, but on the notion that New Yorkers are generally unhappy assholes whose bad attitudes fed a festering river of slime under the streets. Cliche piles on cliche, until the big finale, which apparently required yet another giant improbable biped stomping through the streets, since we end up with a walking Statue of Liberty that manages to stretch the suspension of disbelief to the breaking point, even in a movie about zapping ghosts with portable nuclear accelerators. The original Ghostbusters plays out as tightly and infectiously as the title song that remains a universal pop culture touchstone. Ghostbusters II repeats all the wrong notes, and doesn’t even seem to realize what song it’s trying to play in the process.