The Best Prequel Films of All Time: ‘The Godfather: Part II,’ ‘Twin Peaks: Fire Walk With Me,’ and More

“The Good, the Bad, and the Ugly” (dir. Sergio Leone, 1966)

What it’s a prequel to: Leone’s spaghetti westerns “A Fistful of Dollars” and “For a Few Dollars More,” which star Clint Eastwood as a nameless wandering bounty hunter. All three movies have standalone plots, but “The Good, the Bad, and the Ugly” is considered a prequel because it explicitly takes place in 1862 during the American Civil War, whereas “A Fistful of Dollars” has a gravestone in it with the date of death marked for 1873. The movie also ends with Eastwood’s character finding and donning the iconic poncho he would wear at the beginning of “A Fistful of Dollars.” 

Why it works: With no real plot points it needs to lead into, “The Good, the Bad, and the Ugly” is free to be its own entity. And Leone’s film is still widely considered one of the greatest Westerns of all time: an epic battle between three men to find a hidden fortune that concludes in one of the most iconic scenes in film history. When the prequel becomes much more famous than the movie it’s building on, you know you’re doing something right. 

“The Godfather: Part II” (dir. Francis Ford Coppola, 1974)

What it’s a prequel to: Yes, yes, “Part II” implies that this follow-up to Francis Ford Coppola’s original mobster epic is a sequel. And half of it is, following Michael Corleone (Al Pacino) as he slowly descends deeper into the darkness after taking over the family business. But the other half of the movie focuses on Robert De Niro as Michael’s father Vito in 1917, as he rises to power and founds his crime empire.

Why it works: The decision to split the difference between prequel and sequel works wonders for “The Godfather: Part II.” The rise of Vito and the fall of Michael are compelling stories individually, but together, they create a tragic story of father and son that makes the film all the richer. 

“Indiana Jones and the Temple of Doom” (dir. Steven Spielberg, 1984)

What it’s a prequel to: “Raiders of the Lost Ark,” Spielberg’s original film starring Harrison Ford as whip-carrying adventurer Indiana Jones. The original movie was set in 1936 and focused on Jones fighting Nazi forces for control over the Ark of the Covenant. Because George Lucas, who wrote the story for both movies, wanted the second film to feature different villains than the Nazis, it became a prequel set the year before the first film about Jones journeying to India to recover a mystical stone from an evil cult. 

Why it works: “Temple of Doom” is the most divisive film of the original “Indiana Jones” trilogy, between its dour tone and poorly-aged portrayal of Hinduism and India in general. That said, despite its flaws, the movie works because it fashions itself as just another “Indiana Jones” adventure rather than a prequel, allowing Spielberg to focus on what he does best in creating memorable action scenes, like the series peak mine car chase. 

“Twin Peaks: Fire Walk With Me” (dir. David Lynch, 1992)

What it’s a prequel to: “Twin Peaks,” David Lynch’s influential horror/crime drama/soap opera about Dale Cooper (Kyle MacLachlan) investigating the death of small town teenager Laura Palmer (Sheryl Lee), acts as an entryway into a convoluted supernatural mythology involving the town. After the show was canceled during its second season on a cliffhanger, Lynch got the money to make a follow-up movie, but decided to make it a prequel focusing on the last days before Laura’s death.  

Why it works: Because it didn’t answer any questions left over from the show’s original run, the consensus towards “Fire Walk With Me” was that it didn’t work initially. But the years have been kind to it, and it’s now frequently ranked among Lynch’s best works. Part of what makes the movie so powerful is how it fully introduces us to “Twin Peaks’” central character: Laura is a presence in the original, but doesn’t get a lot of focus, on account of the whole “being dead” thing. “Fire Walk With Me” gives Lee a real showcase, and she’s phenomenal in a demanding role that explores the impact the abuse she’s suffered has had on her. The film is as dark and weird as its reputation, but its sensitivity and emotion is what makes it one of Lynch’s best. 

“Star Wars: Episode III – Revenge of the Sith” (dir. George Lucas, 2005)

What it’s a prequel to: “Revenge of the Sith” is the third and final entry in the “Star Wars” Prequel Trilogy, which is almost synonymous with the concept of prequels in general. Following up on “The Phantom Menace” and “Attack of the Clones,” the movie follows Anakin Skywalker (Hayden Christensen) as he is manipulated by Supreme Chancellor Palpatine (Ian McDiarmid) into turning over to the Dark Side, to the horror of his wife Padmé (Natalie Portman) and mentor Obi-Wan (Ewan McGregor). 

Why it works: Most would argue that it doesn’t. “Revenge of the Sith” is not a flawless movie by any stretch. It has a lot of the same problems that the films it followed up on, with stilted writing and direction dragging it down. But it’s still a massive improvement upon “The Phantom Menace” and “Attack of the Clones.” Christensen gives a better performance, the character-work is better, there are some genuinely great moments like the opera scene and “so this is how liberty dies,” and (Padmé dying of a broken heart aside), it manages to stick the tragedy of the landing as Anakin fully goes over to the dark side and the galaxy descends into tyranny. Also, time was kind to it, as “The Rise of Skywalker” failure showed how badly a trilogy-capper it could have turned out. 

“X-Men: First Class” (dir. Matthew Vaughn, 2011)

What it’s a prequel to: The original “X-Men” trilogy of films, which started with the 2000 film. After the trilogy ended with a dud with “The Last Stand” — and then “X-Men Origins: Wolverine” flopped — Fox scrapped Wolverine and decided to make a prequel focusing on how the X-Men were originally formed back in 1962. 

Why it works: “First Class” has a lot of issues: wonky CGI, flat acting from supporting cast members, and some points where the timeline between it and the original films just doesn’t match up in any conceivable way (this problem would get much worse in the film’s sequels, where the continuity became basically incomprehensible). Still, all that can be forgiven because the movie absolutely nails the casting and relationship-building between its three core characters: James McAvoy, Michael Fassbender, and Jennifer Lawrence are all perfect as the young versions of Professor X, Magneto, and Mystique, and the movie’s depictions of their growing relationships with each other is alternatively funny and tragic. That, plus an enjoyable swinging-’60s vibe, makes the film by far the most successful “X-Men” movie beyond the first two.  

“Rise of the Planet of the Apes” (dir. Rupert Wyatt, 2011)

What it’s a prequel to: This is cheating a little. “Rise of the Planet of the Apes” and the films that followed it have been called reboots for the original “Planet of the Apes” films, not prequels. However, the 2011 film can be seen as a prequel of the original sci-fi classic if you want, detailing an ape uprising against humanity that will lead to the iconic ape-dominated world of the 1968 film. 

Why it works: Rather than focusing its energy on nods to the original, “Rise of the Planet of the Apes” works because it has a strong central hook, following genetically enhanced chimp Caesar (Andy Serkis, doing incredible performance capture work) as he goes from captivity to leading an uprising against humanity. Caesar is a stronger character than any from the original films, and gives “Rise” and its follow-ups their emotional punch. 

“Monsters University” (2013)

What it’s a prequel to: “Monsters, Inc.,” one of Pixar’s earliest and best feature films, about a world where monsters use the screams of children as an energy source. Released over a decade later, the prequel focuses on the college days of the first film’s dynamic duo Sully (John Goodman) and Mike (Billy Crystal). 

Why it works: “Monsters, Inc.” wasn’t exactly a film that screamed out for a prequel answering the question of how Sully and Mike became friends. The resulting movie stands as one of Pixar’s more lightweight efforts, a kid-friendly take on the campus comedy that doesn’t pack the heart of their other works. Still, the designs of the monsters all rock; Crystal and Goodman bring their A-game to their characters a full decade after the first outing, and “Monsters University” retains enough of the first movie’s charm to make for an amiable, enjoyable watch. 

“Alien: Covenant” (dir. Ridley Scott, 2017)

What it’s a prequel to: The original “Alien” film, a seminal sci-fi horror movie about a spaceship crew terrorized by an aggressive alien named a Xenomorph in future installments. Ridley Scott returned to the world with 2012’s “Prometheus” (also pretty good) and made a more explicit prequel with 2017’s “Alien: Covenant,” which follows a colony ship that lands on an uncharted planet teaming with dangerous alien life. 

Why it works: After “Prometheus” proved divisive thanks to its confounding narrative decisions, “Alien: Covenant” brings things a bit more in line with the original “Alien” by bringing the franchise full-tilt back into sci-fi horror, telling the story of mankind’s first encounters with the Xenomorphs. It works because Scott hasn’t lost step with the genre in the three decades since the first movie, unleashing a frightening experience that plays like a more balls-to-the-wall version of the original classic. If “Alien: Covenant” doesn’t quite recapture the magic of the original, it’s smart to use the components to scare the audience in a totally different way.

“Mamma Mia! Here We Go Again” (dir. Ol Parker, 2018)

What it’s a prequel to: The “Godfather Part II” of the musical genre, “Mamma Mia! Here We Go Again” is both prequel and sequel to 2007’s big screen adaptation of ABBA jukebox jam “Mamma Mia!” One half of the film revolves around Sophie (Amanda Seyfried) reopening the family hotel after her mother Donna (Meryl Streep) passes from cancer. The other half focuses on Donna’s youth, where she’s played by Lily James and focuses on her romances with the three men who all may be Sophie’s father. 

Why it works: “Here We Go Again” has a slippery relationship with concepts like “logic” or “linear time,” which is precisely what makes it fun. That’s best exemplified in the film’s looney ending sequence, in which all of the actors — including Donna, who (again) is dead and the younger cast — all gather to sing a giant number of “Super Trooper” with each other. It’s big, it’s weird, it’s nonsensical, it completely defies basic concepts of time and space. So it’s perfect for “Mamma Mia!”    

“Prey” (dir. Dan Trachtenberg, 2022)

What it’s a prequel to: The overall “Predator” series, which started with the 1987 Arnold Schwarzenegger original. “Prey” doesn’t feature any of the characters from the original, aside from a member of the titular trophy-hunting extraterrestrials. Instead, the film goes all the way back to 1719, back before colonization of the Americas, and follows a young Comanche woman (Amber Midthunder) who squares off against a predator that arrives lands near her tribe’s grounds.  

Why it works: What makes “Prey,” a totally fine action movie, so refreshing is how little it kowtows to franchise mythology or set-up for the original movies. There’s no Schwarzenegger cameo or major references to the original films. Instead, Trachtenberg is content to let the film be a lean, mean standalone sci-fi film, and it’s all the better for it. 

“Orphan: First Kill” (dir. William Brent Bell, 2022)

What it’s a prequel to: “Orphan,” 2009’s Jaume Collet-Serra horror film that introduced audiences to genre icon Esther (Isabelle Fuhrman). A (seemingly) perfectly mannered nine-year-old girl who is adopted by the Coleman family, Esther is revealed in the movie’s iconic twist ending to be a 33-year-old Estonian woman with proportional dwarfism who has spent her life impersonating little girls and murdering families who cross her. The revelation made Esther one of the most memorable horror villains of 21st-century film, but the movie seems to cut her franchise potential short by killing her. The solution? Make the 13-years-later follow-up a prequel following her exploits with the family she stayed with before the Colemans. 

Why it works: After the first “Orphan” played its ridiculousness mostly straight, “Orphan: First Kill” gratifyingly leans into the silliness for a cheaper but still enjoyable outing. Seeing the very much grown-up Fuhrman reprise a role she played as a child is borderline camp in and of itself, but a mid-film twist that manages to match the original in its audacity levels things up considerably, along with a bonkers turn by an exceptionally game Julia Styles. And Fuhrman is as good in the role as ever, making Esther both a horror queen and an object of audience sympathy. 

“Pearl” (dir. Ti West, 2022)

What it’s a prequel to: “X,” a ’70s set slasher film from Ti West that A24 also released in 2022. “Pearl” began production immediately after “X” concluded filming, and reunited West with Mia Goth, who played lead hero Maxine and villain Pearl in the first movie. The prequel flashes back to Pearl’s youth in 1918 during the influenza pandemic, looking at how her obsession with stardom paved the way to her ruin.  

Why it works: “Pearl” is the rare prequel that actually manages to not just live up to but actively surpass the original film. Whereas “X,” a fun ’70s slasher throwback, sometimes felt a bit thinly drawn, “Pearl” is much richer and more original, with a fun “Wizard of Oz” ’30s film aesthetic that gives it a unique place in the slasher canon. It also helps that Mia Goth gets a much stronger star vehicle here, and her messy, short-wire performance ranks as among the best in recent horror memory. 

“The Hunger Games: The Ballad of Songbirds and Snakes” (dir. Francis Lawrence, 2023)

What it’s a prequel to: The original “Hunger Games” films, YA blockbusters that shot Jennifer Lawrence to fame. The main antagonist of the original films was Donald Sutherland, who played President Snow, leader of the oppressive Capitol and presider over the titular children’s death games. “Songbirds and Snakes” focuses on Snow’s rise to power, with the character now played by Tom Blyth. 

Why it works: “The Hunger Games” always had a strong anti-fascism and corruption critique underneath its sci-fi trappings and love triangle shenanigans. “Songbirds and Snakes” admirably makes that more explicit and cutting thanks to its refocus on the oppressor over the oppressed, dramatizing the rise of the Hunger Games and the toxic nature of imperialism through Snow’s simultaneous rise to power and descent into evil. And the casting is exquisite, with Blyth a perfectly hateable lead and Rachel Zegler a rootable symbol of lost innocence.   

“Wonka” (dir. Paul King, 2023)

What it’s a prequel to: Sure, “Wonka” isn’t officially a prequel to either 1971’s “Willy Wonka’s Chocolate Factory” or 2005’s “Charlie and the Chocolate Factory,” the previous two films featuring the mad chocolate maker. But the musical starring Timothée Chalamet is a prequel all the same, even if it’s to Roald Dahl’s original books, focusing on how Willy Wonka established himself in the candy business and eventually created his iconic factory. 

Why it works: It goes without saying that greed causes cavities, and that the pathologically upbeat Wonka inevitably teaches everyone he meets that chocolate, like all good things in life, tastes much sweeter when it’s shared. But here, that familiar moral — as prevalent in our fiction as it is from our reality — is merely the pretext for a studio tentpole that isn’t afraid to put its money where its mouth is and take a sharper bite out of the hand that feeds it. More than just a sugary origin story about the power of love, “Wonka” is also a cautionary tale about what happens when a society entrusts its collective imagination to people who don’t have any of their own. —DE

Read IndieWire’s complete review of “Wonka.”