'The Matrix Revolutions' ... 'Basic Instinct 2' ... 'Staying Alive' ... find out where they rank on our list.

Just because a movie does well doesn't mean it needs a sequel.

Sadly, in many situations money gets in the way of good judgement (and good taste), and some seriously sucky sequels get made.

From 'Speed 2: Cruise Control' to 'Jason X,' we count down the most unnecessary follow-ups of all time.

'The Matrix Revolutions' ... 'Basic Instinct 2' ... 'Staying Alive' ... find out where they rank on our list.

Just because a movie does well doesn't mean it needs a sequel.

Sadly, in many situations money gets in the way of good judgement (and good taste), and some seriously sucky sequels get made.

From 'Speed 2: Cruise Control' to 'Jason X,' we count down the most unnecessary follow-ups of all time.

Bad Boys II25. 'Bad Boys II'
Admittedly, the 2007 comedy 'Hot Fuzz' gave us a newfound respect for this follow-up to the 1995 hit ... but we're still mad at Will Smith, Martin Lawrence and director Michael Bay for this 147-minute exercise in excess. Yeah, this s*** just got real ... real dumb.

CaddyShack 224. 'Caddyshack II'
Jackie Mason doing his crotchety comedic shtick on a golf course does not compensate for the absence of Bill Murray, Rodney Dangerfield and Ted Knight. And the lone holdover from the original, Chevy Chase, shows up just long enough to collect his fat paycheck. We believe the term for this is 'bogey.'

Phantom Menace23. 'Star Wars Episode I: The Phantom Menace'
Three words: Jar Jar Binks. Oh, you need more? Sure, the special effects may be snazzier than those of the original trio, but 'Menace' remains strangely devoid of heart, wonder or excitement -- Anakin yelling 'Yippee!' notwithstanding. Also: Jar Jar Binks ... again.

Rocky V22. 'Rocky V'
The first four 'Rocky' flicks paint the Italian Stallion (Sylvester Stallone) as the quintessential self-made man, a true American hero. This intended finale (thankfully, it wasn't) left our everyman champ brain-damaged and penniless, struggling to eke out a living on the streets of Philadelphia. Talk about a downer.

Major League II21. 'Major League II'
A lot's changed since the first film: Vaughn (Charlie Sheen) has lost his edge, Cerrano (Dennis Haysbert) is a Buddhist, and the antics of this team of misfits are now less funny than a baseball shot to the groin (but far more painful). We never thought we'd say this, but it's true: Thank God for Bob Uecker.

Jaws 3d20. 'Jaws 3D'
Roy Scheider wisely bailed on the franchise before '3-D,' leaving a too-young-to-know-better Dennis Quaid to star as a SeaWorld engineer dodging both an angry shark mama and an endless string of horror-movie cliches. At least Quaid could use those cheesy 3-D glasses to hide his shame.

Scary Movie 219. 'Scary Movie II'
The Wayans brothers laughed all the way to the bank after their clever onslaught of horror spoofs that was 'Scary Movie' grossed $157 million at the box office. They repaid audiences by cranking out a sequel less than a year later, one that was exceedingly lame, uninspired and -- worst of all -- starred Chris Elliot.

The Sting II18. 'The Sting II'
The first film gave us Paul Newman and Robert Redford as grifters out for revenge. This one stars ... Jackie Gleason and Mac Davis, as grifters out for revenge. Same difference, right? There's a sucker born every minute; we pity the suckers who wanted a sequel, but got this second-rate retread instead.

Legally Blonde17. 'Legally Blonde II: Red, White and Blonde'
Reese Witherspoon's original turn as a ditzy blonde who takes the law profession by storm is funny, charming and empowering to women. The sequel, in which she goes looking for her pet Chihuahua's birth mother (seriously!), is none of those things. Even the Taco Bell dog no quiero.

Karate Kid16. 'The Next Karate Kid'
Also known as 'The One Ralph Macchio Was Too Good to Make,' this fourth chapter finds Mr. Miyagi (Pat Morita) bringing his D-game to rage-aholic 'Julie-san' (a way-pre-Oscar Hilary Swank, who back then equated looking really earnest with acting). A whole lot of pain does exist in this dojo.

Apes15. 'Battle for the Planet of the Apes'
OK, so it's hard to emote when you're wearing a rubber monkey mask, but the fifth and final installment should really only be watched by acting hopefuls ... as a guide on how not to act. Factor in an F/X-killing low budget, and it's easy to see why this simian civil war flick could only ape its predecessors.

Exorcist14. 'The Exorcist II: The Heretic'
Oh, that silly demon Pazusu ... how he torments us! His worst trick: following up one of the greatest horror stories ever told with one of the most godforsaken sequels of all time. 'The Exorcist' and its incoherent continuation are like day and night, blessed and evil, Linda Blair and Linda Hunt.

Be Cool13. 'Be Cool'
A decade-later follow-up to the hip crime flick 'Get Shorty'? John Travolta and Uma Thurman reuniting for the first time since 'Pulp Fiction'? New cast members like Vince Vaughn, Andre 3000 and The Rock? It all sounded so promising ... until it started, and one dreadfully unfunny and/or awkward scene followed the next.

Son of the Mask12. 'Son of the Mask'
'Dumb and Dumberer' not being a strong enough lesson/warning to step away from the Jim Carrey spinoffs, New Line Cinema commissioned hip-hop-loving comic Jamie Kennedy to be the new face of 'The Mask' franchise. The experiment went horribly, horribly wrong.

Matriz11. 'The Matrix Revolutions'
'The Matrix' took the action movie genre to a whole new level, combining cutting-edge effects with what -- at the time -- seemed like an intelligent story. Alas, the final flick in the trilogy was an overly long and tedious exercise in futility that proved the Brothers Wachowski were talking out of their butts all along.

Superman10. 'Superman IV: The Quest for Peace'
We appreciate Superman's bid to rid the world of nuclear weapons, but we'd rather he destroy all copies of this film. It's rife with awful dialogue, shoddy effects and a Fabio-esque villain named Nuclear Man -- who happens to be the DNA 'lovechild' of Lex Luthor and Supes. It's Kryptonite to anyone with taste.

Speed 29. 'Speed 2: Cruise Control'
Runaway cruise ship! Doesn't have the ring to it of "runaway bus," huh? Though Sandra Bullock does her best with new cohort Jason Patric, there's no saving this dead-in-the-water sequel. But 'Speed 2' does do something we thought impossible: It makes Keanu Reeves (who passed) look like a genius.

Bernies8. 'Weekend at Bernie's II'
The original -- in which two hapless pals pretend that their murdered boss (that'd be Bernie) is still alive -- is Oscar material compared to the sequel, in which a Voodoo hex is placed upon said dead boss, causing him to dance (yes, dance!) his way to a trunk filled with cash. Please, kill us.

Blues Brothers 20007. 'Blues Brothers 2000'
There's one silver lining to John Belushi's tragic death: He wasn't around to see this sorry spectacle that takes on John Goodman and a 10-year-old orphan in an attempt to stay ... fresh? At least the music (by R&B legends like Aretha Franklin) is good -- if only those pesky actors didn't get in the way.

Jason X6. 'Jason X'
It actually sounds like a spoof: 'Jason in Space!' And it really should've been, because this (very unnecessary) 10th installment of the 'Friday the 13th' series -- in which the cryogenically frozen Jason Voorhees is thawed aboard a spaceship in the 25th century to get a few more kills -- is absurdly funny.

Staying Alive5. 'Staying Alive'
Sylvester Stallone directed this 'Saturday Night Fever' sequel in which Tony Manero (John Travolta) lands the lead in the Broadway musical 'Satan's Alley,' requiring him to dance in a loincloth to music written by Stallone's brother Frank. We could go on, but at this point even Satan's begging for mercy.

Blair Witch4. 'Book of Shadows: Blair Witch 2'
How fitting that the plot for this imitation horror movie focused on folks trying to 'cash in' on the events of the first film by arranging a 'Blair Witch Hunt' tour. And though it's never remotely scary, the exhibitionists all get their due. Can't say the same for the people behind this garbage heap, though.

D&D3. 'Dumb and Dumberer: When Harry Met Lloyd'
As deliriously funny as the original was, its dreadful prequel was painful and off-putting. Did they really think there was comedy to be mined from two unknowns impersonating Jim Carrey and Jeff Daniels? We've seen 30-second clips on YouTube with more laughs.

Sharon Stone2. 'Basic Instinct 2'
This 2007 Razzie winner for Worst Picture has little of the original's taut suspense and exists mainly as an homage to Sharon Stone's still-perky bare breasts, no doubt aided in their quest to point upwards by her $14 mil paycheck (the film itself made $6 million). Sharon's breasts: 1; 'Basic Instinct 2': 0.

Batman and Robin1. 'Batman and Robin'
What seemed like a no-brainer -- heartthrob Clooney as Batman -- turned into a movie for people with no brains: awful dialogue, campy direction, character development skimpier than Uma Thurman's costume. But if Ahnuld ever runs for president, his Mr. Freeze line 'Let's kick some ice!' would KILL in deep Alaska.