First I am not trying to start a flame war. I know it is risky and playing with fire to do this...but I think we can have an intelligent discussion about IM2's place in the superhero genre and how it progresses or stands within the series. If it does turn into a flame war, I hope the mods do close it. But let's try for it not to. I personally enjoyed IM2, despite its flaws and consider it a solid sequel. I do not think it excelled the original though. I would rank it among second installments like this: 1. The Dark Knight 2. Spider-Man 2 3. Batman Returns 4. X2 5. Iron Man 2 It is certainly in the upper levels. What I liked is that it seems to be following a trend of Nolan in that it doesn't just want a repeat of the formula from the last film. There are consequences to what happened in the first film here. Tony being Iron Man put "blood in the water" and this film is about the sharks...in iron suits, corporations and even the government--coming out of the sea trying to eat Tony. And how it affects him is good. I do think Favreau suffers from trying to keep Tony in an interesting arc for this second film and goes the route of making him his own worst enemy and his fame going to his head, kind of like Peter Parker in Spider-Man 3. I am glad though it is not a 2 that features the hero trying to quit being a superhero (Superman, Spidey and Nolan's Batman all did this). I think it sets up future sequels to branch out from the formula, but I think it, along with SM3, shows the pitfalls of overstuffing the sequel with a "kitchen sink" approach. Also, other than a nice trick at the end it was a superhero movie where the love interest was not a damsel. That is a win and I hope shows future superhero movies don't need a screaming girl hanging from some height like pretty much every Spidey, Batman and Superman film made to date. Good job.