Making a movie sequel that lives up to the original is a challenge under the best of circumstances, but the degree of difficulty goes up still more when, for whatever reason, it’s necessary to drop some or all of the first movie's cast. Audiences fall in love with certain characters and want to see them again, but it isn’t always possible for a sequel to deliver on that desire, casting doubt upon the project’s chances of matching the original.

Sometimes an actor simply can’t return, for scheduling, budgetary or personal reasons. Sometimes, a decision is made to change a setting or execute a time jump, making it difficult to justify retaining the cast. Sometimes, a sequel is made so long after the earlier film or films in a series that bringing back the cast isn’t even an option. But now and then, a follow-up film is able to get away with replacing most, if not all, of its cast, and on rare occasions, such sequels even manage to sur their predecessors.

8 10 Cloverfield Lane

It Was Only Sort Of A Sequel

Given its loose connection to the original Cloverfield, it’s no surprise that 10 Cloverfield Lane turned over the entire cast. Dan Trachtenberg’s psychological thriller was fortunate in nabbing the great John Goodman as its survivalist villain, pitting him against an equally-terrific Mary Elizabeth Winstead, and guaranteeing that no one would miss any of the thinly-sketched characters from the monster-movie original.

10 Cloverfield Lane could have landed as a puzzling and disappointing left-turn into anthologizing (like Halloween III before it). But instead, it delivered a suspenseful, Twilight Zone-like experience, emphasizing nuanced performances and classic thriller mechanics, where the original leaned on disaster movie tropes and lots of shaky-cam footage of not-particularly-memorable people running around in the dark being scared. The sequel’s formula worked splendidly, as evidenced by its 91% fresh score on Rotten Tomatoes, compared to the first film’s 79%.

7 Doctor Sleep

It Took Almost 40 Years For The Shining To Get A Sequel

With a story set decades after The Shining, Doctor Sleep had no plausible reason to invite back Jack Nicholson, Shelley Duvall, or any of the actors from the original Stanley Kubrick masterpiece. It was enough for Danny Torrance actor Danny Lloyd to get a cameo, while director Mike Flanagan strategically resurrected OG characters as needed, shrewdly recasting the likes of Wendy Torrance, young Danny, and Dick Hallorann.

The burden of pulling off Doctor Sleep fell on such able stars as Ewan McGregor, Rebecca Ferguson, and Cliff Curtis, under the watchful eye of Flanagan, a director known for assembling and guiding strong ensembles. Though the long-delayed Stephen King sequel was a box office disappointment, it has been widely embraced as a worthy successor to The Shining, boasting a respectable 78% fresh rating on RT, nearly on par with Kubrick’s 83% fresh original film.

6 Top Gun: Maverick

Tom Cruise Pulled It Off – Somehow

Cruise’s long-awaited return to the Danger Zone pulled off all the right moves to soar at the box office, even with the absence of original Top Gun stars Kelly McGillis and Anthony Edwards (whose character died, after all), and only a (very memorable) cameo from the late Val Kilmer as Iceman.

Maverick may not have been graced with a lot of returning Top Gun actors, but it did boast its own version of Kilmer’s Ice in Glen Powell’s Hangman, Edwards’ Goose in Miles Teller’s Rooster, and McGillis’ Charlie in Jennifer Connelly’s Penny. Each new-take character was given a little freshening for the 2020s, but the result was an ensemble worthy of the first film, headed up by Cruise as the still-reckless (but maybe a tad more relatable) hotshot Pete Mitchell. Critics never much cared for the original Top Gun (59% on RT), so the sequel had no problem suring it in acclaim (96%).

5 Dawn Of The Planet Of The Apes

The CGI Artists Are The Real Stars

Rise of the Planet of the Apes laid the groundwork for a new franchise, and its Matt Reeves-directed sequel Dawn of the Planet of the Apes built upon that foundation, without the need for James Franco. Dawn’s most notable returning star, Andy Serkis, did his usual mo-cap magic as Caesar, along with many other returning actors whose faces never appeared on-screen, but whose physical performances as apes were crucial to the enterprise.

It can indeed be argued that the human characters in the new Apes franchise are by-and-large disposable. Meanwhile, thanks to ever-improving technology, the series’ CGI apes only get more realistic and compelling as characters. Eventually, there might be an Apes movie with only apes. Dawn launched the franchise in that direction, wowing critics to the tune of 91% fresh on RT, compared to 82% for Rise.

4 Blade Runner 2049

Harrison Ford Was All They Needed

Another case of a long-awaited sequel with a built-in time-jump, Denis Villeneuve’s Blade Runner 2049 populated its dystopian world mostly with new characters portrayed by actors who were not around when the first Blade Runner released in 1982, with only Harrison Ford physically returning in a substantial role.

Blade Runner 2049 also features a CGI recreation of Sean Young and Edward James Olmos in a small cameo.

Ford’s Deckard was deployed brilliantly in Blade Runner 2049’s third act, bringing that character’s arc to a satisfying conclusion. An example of a long-delayed sequel that deftly establishes a connection to the original via a couple of poignant character resurrections, Villeneuve’s visually stunning sci-fi drama disappointed at the box office, but went over well with critics, its 88% fresh rating on RT almost matching the original’s 89%.

3 Dawn Of The Dead

Horror Franchises Aren't Conducive To Cast Retention

Night of the Living Dead killed off most of its non-zombie characters, so it was a foregone conclusion that any sequel would sport a new cast. Indeed, only one actor carried over from George Romero’s seminal 1968 shocker to its first sequel, 1979’s Dawn of the Dead. Writer Richard French appeared as a random zombie in the first film, then played the eyepatch-wearing Dr. Millard Rausch in the follow-up.

It’s hard to gauge when Dawn of the Dead is supposed to take place in relation to Night of the Living Dead, but it really doesn’t matter, as the film is more a re-imagining than a proper sequel. Romero’s style of mayhem left no room for a lot of survivors, guaranteeing continued high cast turnover as his zombie franchise played out over the coming decades. Dawn remains a classic of the genre, boasting a 92% fresh score on RT, just below the original’s 95%.

2 Aliens

James Cameron Made Ripley Iconic

Sigourney Weaver’s Ripley was the sole survivor of Ridley Scott’s Alien, so it made sense that she would be the only character retained for the sequel. Ailens director James Cameron transformed Ripley from horror film Final Girl to action movie icon, unleashing a sequel that did a lot more than just make "alien" plural, giving Ripley a real arc and surrounding her with a gallery of memorable ing characters (most of whom would not make it to the end alive).

Aliens proved a masterclass in how to intelligently expand upon a concept, and when sequels are spoken of, it is still regarded as among the best, its RT fresh rating beating out the original's by the slim margin of 94% to 93%.

1 Mad Max: Fury Road

Recasting The Star Is A Different Level Of Difficulty

Tricky as it can be to replace any main cast member for a sequel, it’s even more challenging to keep a character but recast the star. The decision to replace Mel Gibson as Mad Max may have been an easy one for George Miller, due to Gibson’s off-camera issues, but it was not a foregone conclusion that audiences would accept a new actor as Max, even if that actor was the hugely popular Tom Hardy.

But Miller pulled off a neat maneuver with Mad Max: Fury Road, shifting the focus subtly away from Hardy’s Max and on to Charlize Theron’s Furiosa. Giving Hardy a co-lead instead of a sidekick proved a stroke of genius, and when the time came to make another Mad Max movie, Miller moved on from Max altogether, keeping Furiosa instead (and again having to recast). Fury Road is widely considered the best of the Mad Max movies, as evidenced by its 97% fresh rating on Rotten Tomatoes.