• Color
• Closed-captioned
• Widescreen
• Dolby

In the first film, we were left to infer things without getting all the information. We never even actually "saw" Bill. However, we formed certain expectations about him. This film succeeds in confounding those expectations. David Carradine does a great acting job with his part. The final sequence turns out to be surprisingly poignant. Of course, there is great Tarantino dialogue here as well - I didn't think anyone would come up with anything fresh to say on the subject of Superman, but he does. All in all, this is an incredibly fun ride.

Four years after being betrayed by her former boss Bill (David Carradine) and shot in the head at her wedding, The Bride (Uma Thurman) wakes up from her coma and thirsts for revenge. After dispatching Vernita Green (Vivica A. Fox) and O-Ren (Lucy Liu) in "Volume 1," this previously retired assassin is back in "Volume 2" to finish off the rest of Bill's Deadly Viper Assassination Squad and ultimately, kill Bill.

"Volume 2" is definitely the heart of the two movies. Saturated with intense fighting scenes "Volume 1" ended with a bitter sweetness as The Bride seemed completely undeveloped as a character. But "Volume 2" complements the first movie nicely as the action takes the passenger seat and Tarantino concentrates on storytelling, fleshing out The Bride's character. There's actually emotional depth involved now, revealing The Bride's relationship with Bill as well as her motives for leaving an assassin's life.

Thurman is wonderful as The Bride, playing along with Tarantino's take on Hollywood cheesiness to executing some intense dialogue scenes that transition between emotions within seconds. Tarantino is obviously extracting all the skills he can from Thurman, and the end result is worth every squeeze: she pulls off acrobatic feats and heavy dialogue in the same two hours with seamless changeovers.

Carradine also does such a marvelous job of portraying Bill to the point that it becomes frightening. Carradine's subtleties are what form this character and by the end of it all it becomes clear just how insane of a character Bill is: he philosophizes about death while making sandwiches and questions past relationships with a menacing sword in hand. The low and relaxed tone that he carries through the movie makes it feel like Carradine isn't even playing anyone, he's just slipping this character on like an old, comfortable shirt.

But it's not just the characters that make Kill Bill so special. The first installment is wonderful in paying tribute to Japanese anime, folksy spaghetti westerns and an overall homage to "old school" Asian kung fu flicks. Tarantino again draws various sources from 70's pop culture to showcase the quirks of "Volume 2." Whereas the first movie displays Tarantino's knowledge of Asian cinema with wire-wearing kung fu, with unrealistic squirting samurai-movie colored blood included, "Volume 2" solidifies that homage to the full extent.

Perhaps the single greatest movie moment of 2004 is in "The Cruel Tutelage of Pai Mei," the film's chapter in which the origin of The Bride's abilities is discovered. Tarantino brings out all the stops on this one. From the stereotyped supercilious personality to the superficial white facial hair, the character of kung fu master Pai Mei (Gordon Liu) is the absolute embodiment of a 70's Chinese kung fu flick. After this scene, it's obvious that Tarantino is on the edge of oddball insanity, right there with brilliance on the other side.

Like the chapter of Pai Mei, the rest of Tarantino's film combines everything campy and corny with his bizarre sense of direction. And everything rationally ridiculous here somehow ends up as abnormally gorgeous.

"As opposed to jetting around the world, killing human beings, collecting vast sums of money?" her one-time employer asks.

Yes, Arlene is actually The Bride (Uma Thurman), a.k.a. Black Mamba, one of the Deadly Vipers Assassination Squad (D.I.V.A.S., for short). And, yes, the man with whom she's sharing her future plans is Bill, the enigmatic, shadowy D.I.V.A.S. commander who never showed his face in "Kill Bill, Vol. 1."

Bill, played to diabolical perfection by David Carradine, is visible throughout "Kill Bill, Vol. 2," and that's only one of the many changes between the first and last installments of writer-director Quentin Tarantino's epic saga of revenge and retribution. "Vol. 1," which took place largely in Japan, was a magnificently gory, almost operatic homage to the Hong Kong and Japanese cinema of the 1960s and 1970s; "Vol. 2," set primarily in Texas and Mexico, is considerably more controlled -- although no less stylish -- and moodier, paying tribute to the unconventional Westerns of director Sergio Leone and, in its black-and-white flashback sequences, recalling such late-1940s/early-1950s thrillers as "Gun Crazy" and "The Big Heat."

No one ever accused Tarantino of being shy when it comes to laying out his catalog of influences.

Cinematographer Robert Richardson's all-seeing camera swoops, slithers and moves stealthily around each scene, just like our unstoppable heroine, then throws in some extreme close-ups that feel like a fist between the eyes. Editor Sally Menke and production designers David Wasco and Cao Jui Ping do wonderful work as they recreate everything from "In Cold Blood" to the washed-out-looking, jumpy Chinese chop-socky films of the 1970s.

But far from being merely imitative, "Vol. 2" features a few breakthroughs for its creator as well. A prolonged sequence involving a character who is pummeled, drugged and buried alive is one of the most gripping episodes of Tarantino's career, and The Bride's apprenticeship to merciless martial arts master Pai Mei (Gordon Liu), a deceptively wispy-looking type with a strong chauvinistic streak, is outrageously hilarious. "Your so-called kung fu is really quite pathetic," Pai Mei taunts as The Bride tries -- and fails -- to impress him with her moves. "Like all Yankee women, all you can do is order in restaurants and spend a man's money!"

The finale of "Vol. 1" was a blood-drenched, wickedly hilarious free-for-all, with The Bride dispatching scores of would-be hitmen in a showdown in a Tokyo nightclub, but the last half-hour of "Vol. 2" is a shocker of an entirely different kind, as Tarantino aims for the heart instead of the funnybone. He tried something somewhat similar in the bittersweet wrap-up of "Jackie Brown," with mixed results. He's much more successful this time out, partly because he's created a steadier build-up to the crucial emotional crescendo (set to a marvelously trippy remix of The Zombies' "She's Not There") and partly because the tension Carradine and Thurman generate in the pivotal scene, as bloodlust collides with memories of happier days, is utterly riveting.

Tarantino's cast fills out a classic rogues' gallery, dominated by Carradine's Bill, a psychotic who conceals his sadism beneath a calm, paternalistic exterior. Daryl Hannah's one-eyed Elle Driver and Michael Madsen's Budd, both of whom were briefly seen in "Vol. 1," get ample opportunity to prove their worth as antagonists of The Bride. The face-off with Elle, in particular, is so delightfully demented only Tarantino could have conjured it up.

Was the director wise in turning "Bill" into a double-bill? Absolutely. For one thing, he must have realized he had made an extravaganza that would have been too intense and certainly too emotionally exhausting for most audiences to process in a single four-hour sitting. Also, he obviously knew he had a second half that would be well worth the six-month wait.

"Gargantuan -- always liked that word; so rarely have a chance to use it in a sentence," the icy-hearted Elle murmurs at one point. Try this on for size: The frenzied, funny and unabashedly ultraviolent "Kill Bill" saga represents a gargantuan achievement in action cinema.