Kill Bill: Volume 2 (R) ★★★½

With all the flashy, creative filmmaking of Kill Bill Vol. 1 and significantly less bloodshed, Kill Bill Vol. 2 should put Quentin Tarantino back on Hollywood's directorial A-List.

Story

Kill Bill Vol. 2 picks up where the first installment left off, with The Bride (Uma Thurman) delivering a ''refresh your memory'' monologue as she drives to her next victim, Budd (aka Sidewinder). These shots are cut through with flashbacks that tell the whole story of the ''Massacre at Two Pines,'' and it's instant-gratification city. First, we meet the wedding party, the reverend and his wife, and Rufus the piano player (Samuel L. Jackson in a cameo role). But most importantly, we meet the elusive Bill (David Carradine) for the first time. (He appeared in the first film only in voiceover.) You know from the start that this movie isn't going to rely on the same suspense devices the first film did, and you soon learn it doesn't rely as heavily on the blood and gore that so distinguished the first installment. The creatively shot and intelligently constructed opening scenes make Tarantino's epic of evil gripping right from the start in its own right. Amazingly, considering the way she ripped her enemies apart in the first film, The Bride doesn't always get her man in this one; Budd (Michael Madsen) actually gets the best of the Bride--at least temporarily--and entombs her in ''The Lonely Grave of Paula Schultz,'' one of the most horrifying scenes of burial alive ever. Flash back to ''The Cruel Tutelage'' of kung-fu master Pei Mei (Gordon Liu), who taught The Bride how to break through wood planks with her fists from three inches away (which comes in handy now) and the Five Point Palm Exploding Heart technique (which will come in handy later). Freeing herself from her makeshift grave to do battle with her victims once more, the Bride dispenses with both Budd and Elle Driver (Daryl Hannah), who's conveniently appeared on the scene, and it's on to the greatest battle of them all--it's time to Kill Bill

Acting

Thurman proves her calm, cool, collected mettle once more as The Bride (aka Beatrix Kiddo, aka Black Mamba), plucking out eyeballs, bloodying her fists punching wood, exploding hearts, and the like. But we also see her completely vulnerable during flashbacks to the time she spent in a coma after the attack (some gnarly stuff happens in the hospital, but no spoilers forthcoming from this reviewer). And there's a softer side to Black Mamba when she's awake, too. In another flashback, we see The Bride on her last assignment before she quit the assassination business to become a wife and mom--the stick in her EPT has just turned blue when a rival assassin comes knocking through the door, and it's a poignant moment (with a Tarantino edge) as she tries to protect her unborn child. Carradine's Bill is somehow less menacing than one might have expected, but there's enough creepiness in the character for an audience to imagine what a real hard case he must have been in his glory days. Hannah enjoys a splendid comeback role as The Bride's fellow assassin, and she's regal in her adherence to the warrior code they share. Madsen wears Sidewinder's cowboy hat and slouchy jeans like he was born to them and swills whisky like a ranch hand, yet he still captures the wistfulness of the once-great fighter, if somewhat ironically.

Direction

Fans of Tarantino's Pulp Fiction can start rejoicing. He's finally made a film that lives up to the standard he set back in 1990. All the influences on the first film are still very much in evidence here--Asian martial arts films, in particular--but each chapter in this installment, as in the previous, has its own look, creating a mix n' match patchwork feel that somehow manages to work in spite of itself. If there's one criticism, it's that it indulges a bit in its own cleverness, and that makes it a little too long. But Vol. 2 shouldn't see the big criticisms aimed at Vol. 1's dark, gory violence; instead, Vol. 2 finds kinship with its creator's first big hit in its story and characters. Sure, it's overblown; sure, everyone is evil on some level. That's the fun of it. And every now and then, a little compassion comes through, or a little humor, and it captures the ridiculousness of human nastiness, whether it's the petty arguments you had all day at work, or all the slaughter that's been perpetrated with a Hattori Hanzo sword.

Bottom Line

One of the most entertaining movies of the year so far, Kill Bill Vol. 2 is twice as good as its predecessor and about half as violent.