Admiral James T. Kirk (William Shatner) takes over the USS Enterprise's "little training cruise" from Capt. Spock (Leonard Nimoy) after Starfleet loses contact with the secretive science lab Regula One. Turns out the lab and its staff (including Kirk's ex-flame Carol and estranged son David) have been taken hostage -- along with the powerful Genesis device -- by Kirk's old foe, Khan Noonien Singh (Ricardo Montalban). Khan and his crew have escaped from the dead planet they've been marooned on for decades and are seeking revenge on the man who consigned them there: James T. Kirk. Kirk also deals with getting older, a son he doesn't know (and who hates him), and the ultimate sacrifice made by Spock to save the Enterprise from imminent destruction.



9. The Bourne Ultimatum



Jason Bourne indeed comes home in The Bourne Ultimatum and, boy, what a homecoming. The Paul Greengrass-directed sequel is a slam-bang conclusion to one of the most unique and adult action franchises ever produced by a major studio. Ultimatum is the most relentlessly-paced entry in the frenetic series; the action scenes are breathtaking and they include some of the best foot and car chases ever filmed. Bourne's prolonged bout with CIA asset Desh in Tangiers is arguably the most brutal hand-to-hand fight yet in the series, while the car chase between Bourne and another asset, Paz, is like The French Connection on steroids.



8. Goldfinger



The third James Bond film, 1964's Goldfinger perfected the Bond movie formula: more action, more beautiful women, lots of gadgets and nicely mixed in humor. Starring Sean Connery as 007, Goldfinger has some of the most memorable moments in any Bond film -- from Jill Masterson (Shirley Eaton) painted in gold, to Auric Goldfinger's silent henchman Oddjob (Harold Sakata) taking on Bond with his head-chopping derby hat, to Bond strapped to a table about to be eviscerated by a laser ("Do you expect me to talk?" "No, Mr. Bond, I expect you to die!"). The action sequences are superb, including a long car chase with Bond using the gadgets on his tricked-out Aston Martin to make smoke screens and oil slicks, fire built-in guns, and ejecting the passenger seat.



7. (tie) X2: X-Men United



2003's superior sequel to X-Men starts out with a BAMF! as teleporting mutant Nightcrawler (Alan Cumming) goes on a one-man ass-kicking rampage in the White House. The action doesn't let up from there, as the X-Men must take on military leader William Stryker (Brian Cox), who plans to use Professor Xavier's (Patrick Stewart) telepathic powers against all mutants. Loosely based on the 1982 X-Men graphic novel God Loves, Man Kills, X2 does a great job of presenting the intolerance of non-mutants towards the X-Men and their fellow mutants, remaining realistic and entertaining.



7. (tie) Toy Story 2



1999's Toy Story 2, originally planned as a direct-to-video release, reintroduced moviegoers to Buzz, Woody and the gang from Pixar's first CG animated feature. And while the original is more significant for its groundbreaking achievements in the genre, the sequel surpasses it in many ways. The characters are just as funny and charming as ever, and the film has even more emotional resonance. Anyone wanna bet they can watch the Jessie flashback montage without shedding a tear? Sniff. Sniff. Toy Story 2 holds the rare distinction of having a 100% score on Rotten Tomatoes.



6. Terminator 2: Judgment Day



James Cameron's 1991 sequel to the 1984 movie that made Arnold Schwarzenegger a star, Terminator 2: Judgment Day packs in non-stop action, state-of-the-art special effects (that still manage to look impressive today), and a great villain (the seemingly unstoppable T-1000, played by Robert Patrick). From Arnold's entrance to the breakout of Sarah Connor (Linda Hamilton) from the hospital to the shoot-out at the lab and the Terminators' battle at the steel foundry, the action doesn't let up and Schwarzenegger never looked cooler.

 

5. Spider-Man 2


This 2004 sequel brought back all the main players – director Sam Raimi and stars Tobey Maguire, Kirsten Dunst, James Franco, Rosemary Harris, J.K. Simmons, and even a short cameo from Willem Dafoe – and did an excellent job of presenting a new Spider-Man villain, Dr. Octopus, a.k.a. Dr. Otto Octavius (superbly played by Alfred Molina). Surpassing 2002's original Spider-Man with a better flowing storyline, more emotional depth, and a less ridiculous looking supervillain, Spider-Man 2 elevated the series to just about everything that comic fans love about the character. If only Raimi & company can add in some more wise-cracking humor from Spidey as he distracts and then takes down his foes, the cinematic adaptation of your friendly neighborhood Spider-Man would be complete.



4. Aliens



Stepping into a film series that didn't yet know it was a franchise, James Cameron revived the terror of Ridley Scott's 1979 classic Alien seven years later and transformed a containment thriller into an expansive, take-no-prisoners pulse pounder. Sigourney Weaver netted an Oscar nod reprising her role of Ellen Ripley, the first of many action heroines, and holds together the film's ensemble cast, which includes Michael Biehn (borrowed from Cameron's ), Bill Paxton, Paul Reiser and Lance Henriksen. Meanwhile, Cameron rachets up both the suspense and the action, elevating a scuffle between humans and their seemingly indestructible adversaries into an all-out war, and climaxes the film with a battle so epic that no number of sequels could satisfy its ambitious promise. As Paxton says in the film, "game over, man;" there won't be an Alien movie as scary - or exciting - as this one made ever again.



3. The Dark Knight



Director Christopher Nolan's follow-up to Batman Begins is a dark, complex and disturbing film, not the least of which because it grafts its heroics onto the blueprint of actual reality rather than that of spandex-clad supermen. The Dark Knight qualifies as the first official comic book adaptation that truly succeeds in being a great artistic achievement in its own right. There really is no better way to describe The Dark Knight than to call it a great work of art because it transcends both the boundaries of comic book moviemaking and even the parameters of good filmmaking. What Nolan and Co. have created doesn't just function as a thrill ride or even a terrific movie, but rather as a substantive and philosophical examination of why we need heroes, and then when we need them, what they mean.



2. Star Wars: Episode V - The Empire Strikes Back



The Empire Strikes Back has a strikingly different vibe than the other films in George Lucas' space opera... it's darker and a bit more morally ambiguous. The Hoth battle, asteroid field sequence and the confrontation between Luke and Vader are all classic action moments. The direction of Irvin Kershner contributed to the film's tight performances and cinematographer Peter Suschitzky should be credited with giving the movie a subtle, but appropriate palette. John Williams' rousing score for Empire is some of the best work of his career. And while all that is impressive... most impressive... you could love the film just as much for one simple reason: Billy Dee.



1. The Godfather, Part II



The Corleone family saga continues in the 1974 prequel/sequel to Francis Ford Coppola and Mario Puzo's original crime family masterpiece. The Godfather, Part II tells the origin story of Don Vito Corleone, deftly portrayed by Robert De Niro in the flashback portions of the tale. And the other two-thirds of the picture, beginning about three years after the events of the first film, feature Al Pacino reprising his role as modern-day patriarch Michael Corleone. Godfather II was honored with six Academy Awards for Best Picture, Best Director, Best Supporting Actor (DeNiro), Best Adapted Screenplay, Best Art Direction, and Best Score. Notably, it's the only sequel in Oscar history to win the Best Picture honor. Highlights include the "I know it was you, Fredo" scene, a beautifully tragic final shot showing the price that Michael has paid for his sins.