The movie begins with a recap of Uma Thurman's Black Mamba's aka The Bride's bloodied face shot to hell by Bill (David Carradine) in gripping black-and-white images. Then we see Uma driving down a road, again in glamorous black-and-white, explaining that her primary purpose is about to be fulfilled - she will kill Bill. And so off we are into Tarantino's cartoonish world of loners who look exhausted by life. The Black Mamba, actually known as Beatrix Kiddo, has to kill a few more fellow assassins along the way, including Budd aka Sidewinder, Bill's brother (Michael Madsen); the eyepatch-wearing Elle Driver (Daryl Hannah); and the lord of the manor, the king of the hill himself, Bill.

Before we get to the revenge, we are treated to Tarantino's usual break up of linear narrative into chapter stops. The opening chapter, titled the Massacre at Two Pines Wedding Chapel, is also shot in black-and-white, and it shows the Bride's wedding rehearsal with Bo Svenson as the minister and Samuel L. Jackson as the organist. The mysterious figure that shows up is Bill, playing his flute (no doubt the same flute from "Circle of Iron"), and inquiring why the Bride is getting married. Then we realize that the real purpose of Bill's appearance at her wedding is to kill her. The sequence is chilling in that we know the inevitable is about to happen - and we cringe when the Bride kisses Bill and thanks him for giving her away before the massacre begins.

What these chapters do best is to signify the characters' importance in relation to their actions. One chapter focuses on Budd aka Sidewinder, something of a bloated loner who works a menial job at a strip club. He shows up late to work and is almost fired, until he is chosen for a special job by his boss: to clean the toilet. These scenes may not serve much purpose to most viewers but they show a sympathetic side to the Everyman who has to work menial jobs to support himself. To further signify the loneliness, we see that Budd is living in a trailer out in the middle of Sergio Leone's nowheresville desert landscape. Bill visits Budd to reassure him that the Bride will come looking for him. All Budd can do is drink and wait for her.

Less emphasis is given to Elle Driver (Daryl Hannah), the cold-blooded assassin whom we remember happily whistling Bernard Herrman's "Twisted Nerve" in "Vol. 1." Budd tells Elle that he not only has the Bride entombed in a few feet of dirt but also an original sword created by Hattori Hanzo (Sonny Chiba), the sword you'll recall that Hanzo claimed will cut God. It is a precious sword that Elle would love to have, though she completely hates Budd. Once again, Tarantino sets up for the inevitable and all I can say is that it involves a black mamba snake. Oh, the irony!

"Vol. 2" squarely focuses on the Bride, and her desperate need to kill Bill. However, as if we thought Tarantino used up all his cinematic tricks and grindhouse cliches, the last third of the film is unexpectedly touching and injected with pathos. What? Has Tarantino gone soft? Not at all, and for those who remember the character-oriented "Jackie Brown," this new volume's extended climax should come as no surprise.

As for the performances, well, it is no surprise that Tarantino still has that special gift of casting the right actor. Uma Thurman is game all the way for these blood-soaked volumes, and she gives us the Bride in all her complexity. We see her pain in the superb climax, her anger, her fears, her winsome smile, her frailty - basically, what was once a one-dimensional, shallow Bride has become a full-bodied portrait of an assassin who wants to come to terms with Bill. And I definitely felt something for her during her brief moment where she is buried alive by Budd. Okay, so this is not the best performance by an actress in 2004 (too early to tell for sure), but it is among Thurman's more dynamic characters in quite sometime.

David Carradine has the role that best sums up his career as the killer with a smile and a touch of class, namely Bill. In "Vol. 1," we never saw his face. Here, we see a man who is soothing, calm, intelligent, loves to play the flute and tell stories, and also a man capable of pure masochism - a murderer who feels he has wronged the Bride. But the 67-year-old actor also carries the "Kung-Fu" stamp of a man who has seen and weathered the crimes of his past - he knows he will meet an untimely end. It is Carradine's pathos that gives "Kill Bill" an extra notch above any of the grindhouse pictures of the past.

"Kill Bill Vol. 2" has a couple of tantalizing action scenes, though none as over-the-top as the first volume. The brief swordfight between Elle and the Bride in Budd's trailer is shockingly awesome and tightly shot (it can't be easy fighting anybody in a trailer). More exceptional are the enjoyable training sessions the Bride must endure from her master teacher, Pai Mei (Gordon Liu, with long, flowing white hair), who is strict with her even when she tries to eat rice with chopsticks. And the claustrophobic burial where the Bride is encased in a coffin is vintage Tarantino.

"Kill Bill Vol. 2" may disappoint those seeking the thrill-happy momentum of "Vol. 1." It is less an homage to everything Tarantino loves than it is a poignant story of loners who are stripped of their costumes to reveal their humanity. It may not be what you expect from a demonic mental case like Tarantino, but it shows that he continues to surprise us.