1 of 10
The Good, the Bad, and the Ugly (1966)
What? You say it's not even associated with Sergio Leone's other Clint Eastwood spaghetti westerns because it has actors playing completely different characters (Lee Van Cleef!) from their roles in Fistful of Dollars or For a Few Dollars More? Pshaw. GBU is clearly set during the Civil War — before the other two films — and Eastwood's Man With No Name specifically acquires the iconic wardrobe that his character made famous in the other films.
2 of 10
The Godfather Part II (1974)
Both a sequel and a prequel, with a parallel story line depicting Vito Corleone's rise to power, the second Godfather film from Francis Ford Coppola is in many ways a richer film than the acclaimed original. It's the fulfillment of the first film's opening line — ''I believe in America...'' — and this immigrant's tale, with Robert De Niro as the Don-to-be, is drenched in the blood, sweat, and tears of the land of opportunity.
3 of 10
Indiana Jones and the Temple of Doom (1984)
Yes, Temple of Doom was released three years after Raiders of the Lost Ark, but this Indiana Jones adventure is specifically set in 1935, one year before Harrison Ford's snake-hating archaeologist famously battled the Nazis. This allows Indy to romance a different dame, and the couple teams with his clever pint-sized sidekick to free a poor Indian village's kidnapped children from an evil cult. It's a real heart-stopper.
4 of 10
Batman Begins (2005)
Technically, it's a pure reboot, but after four modern Batman films from Tim Burton and Joel Schumacher, director Christopher Nolan's origin story was the first to really delve into the backstory of the man who became the Dark Knight. Though now overshadowed by the more successful 2008 sequel, Batman Begins is a superior showcase for Christian Bale, as his character undergoes a believable and compelling psychological and physical transformation.
5 of 10
Star Wars: Episode III — Revenge of the Sith (2005)
Purists might sniff at all three of George Lucas' prequels, but Revenge of the Sith delivered exactly what fanboys craved: eye-popping galactic dogfights, breathtaking lightsaber duels, and the birth of Darth Vader. Nitpickers who fault the film's dialogue should go back and watch their beloved Empire Strikes Back with fresh ears. Sith bridged the two trilogies in spectacular fashion, completing the mythology that entranced multiple generations.
6 of 10
Casino Royale (2006)
James Bond was always a suave superspy, but after 20 films, the oft-parodied character begged for a face lift. Enter Daniel Craig and his pre-007 Bond, a mere ''blunt instrument'' whose poker face puts him across the card table from a terrorist financier. But it's Bond's relationship with the alluring Vesper Lynd (Eva Green) that injected new life into the franchise. Their chemistry was palpable, and the romance's tragic demise leads seamlessly to the callous spy we've known for 50 years.
7 of 10
Star Trek (2009)
How dare J.J. Abrams mess with sacred Star Trek gospel, like the birth of Capt. James Tiberius Kirk! On the contrary, such bold strokes proved not only... logical... but a creative windfall, as Kirk's re-imagined origins ultimately take his young band of space cowboys where no Star Trek crew has gone before. Throw in a little romance between Spock and Uhura, and this franchise is up to warp speed for the first time since... ever?
8 of 10
X-Men: First Class (2011)
Dropping the first generation of Marvel's mutants smack in the middle of the Cuban Missile Crisis was a stroke of genius. Casting James McAvoy as Professor Xavier and Michael Fassbender as a Magneto-in-training was a coup, and their intense and complicated relationship sets the perfect tone for this crowd-pleaser that stretches the boundaries of the X-Men universe.
9 of 10
Rise of the Planet of the Apes (2011)
No damned Statue of Liberty ruins. No making a monkey out of the Lincoln Memorial. No ghastly makeup-room ape suits. In last summer's reboot, cinematic technology finally allowed motion-capture simian extraordinaire Andy Serkis and a team of fresh writers to reinvent this campy franchise as serious sci-fi. Turns out we didn't blow Earth up, as Charlton Heston once claimed, but our days at the top of the pyramid are threatened by a more timely threat than Cold War nuclear fears.
10 of 10
Paranormal Activity 3 (2011)
Eighteen years before the first Paranormal Activity, sisters Kristi and Katie are little girls living with their single mom and her photographer boyfriend — aaaand an invisible friend named Toby. Though PA3 follows the template of the first two films, the prequel's video-gimmick macabre is even more tense and terrifying.