TARANTINO TOPS HIMSELF WITH 'KILL BILL - VOL. 2'.

Byline: Glenn Whipp Film Critic

'KILL BILL - Vol. 2'' finishes the job - and then some.

The second installment of Quentin Tarantino's epic rumination on the dark hearts of evil men (and women) couldn't be more different from the first volume, and that in itself is a remarkable achievement. Whereas ``Vol. 1'' played as a flash flood of bloody kung fu fighting, the new film impressively deepens its characters and explores its themes while still delivering plenty of slam-bang action, albeit combat of a different kind.

Taken together, the two volumes offer an embarrassment of riches and, when combined at a four-hour running time, constitute one of the most enjoyable sagas ever captured on film.

``Vol. 2'' opens with a brief black-and-white, retro sequence of the Bride (Uma Thurman) ``driving'' in a convertible, making like Lana Turner in ``The Postman Always Rings Twice,'' announcing her intentions to finish Bill once and for all. The film, still in black-and-white, then immediately segues into Chapter 6, showing the events at the wedding chapel that set in motion the bloody episodes of revenge. (Look for a cameo from Tarantino troupe favorite Samuel L. Jackson, playing the coolest organist to ever play the wedding processional.)

It's here that Bill (David Carradine, perfect, bringing to mind his father, John) makes his entrance, memorably setting the tone for the multilayered character development and dialogue to follow, elements that so distinguish the film. With this segment, Tarantino explains the complex relationship between the Bride and Bill, why the Bride ran away from him, and why Bill felt it necessary to track her down and put a bullet in her head.

We know the outcome, of course, and we know, too, that the Bride still has two names to cross off her list before she can get to the business of the movie's title. Her confrontations with the remaining members of the Deadly Viper Assassination Squad - Bill's unambitious brother Budd (Michael Madsen, as memorable here as he was in ``Reservoir Dogs'') and the one-eyed Amazon Elle Driver (Daryl Hannah) - are wildly inventive and brilliantly executed. To say more would ruin the surprises. Let's just say Tarantino understands our biggest fears and knows how to make them real.

The most obvious difference between the two volumes is the shift away from the Shaw Brothers' martial-arts antics and into the spaghetti Western territory of Sergio Leone. (The film's soundtrack, just as essential and expertly chosen as its predecessor, features three compositions from frequent Leone collaborator Ennio Morricone.) Gone, for the most part, are the intricate, insanely choreographed kung fu battles, replaced by mano-a-mano death matches (staged with equal precision), intense close-ups and aching, intense emotion.

That said, there is one chapter, titled ``The Cruel Tutelage of Pai Mei,'' that is a treasure trove of Shaw Brothers conventions, right down to cinematographer Robert Richardson's pictorial style. (Richardson's wide-ranging work in these two films is extraordinary, nailing as he does the look of a host of genres. Like he did with ``JFK,'' he has redefined what a director of photography can mean to a movie.) Here, a demanding master (Shaw Brothers stalwart Gordon Liu, having a blast) teaches the Bride special skills that will ultimately come in handy in her pursuit of revenge.

When ``Vol. 2'' reaches its final, inevitable confrontation, Tarantino wisely eschews an extended fight sequence for a long session of raw truth-telling that is no less charged or devastating than anything that has come before. (The presence of a third party, hinted at in ``Vol. 1's'' conclusion, is vital.)

Thurman, here and throughout the film, is so good, giving us a complex portrait of a wounded woman thirsty for blood, aware of her evil nature and holding out a sliver of hope that she might be able to put it all behind her. As Madsen's Budd puts it: ``That woman deserves her revenge and we deserve to die. But then again ... so does she. So I guess we'll just see, won't we?''

And see we do. Given how much there is to see, it safely can be said that ``Kill Bill'' is a movie that will be revisited countless times over the years, enjoyed, dissected and analyzed to death. It's a tribute to the talented Tarantino, making us care about his cinematic obsessions as much as he does. It's a gift in both senses of the word.

Glenn Whipp, [phone]

glenn.whipp(at)dailynews.com

KILL BILL - VOL. 2 - Four stars

(R: violence, language and brief drug use)

Starring: Uma Thurman, David Carradine, Michael Madsen, Daryl Hannah, Gordon Liu.

Director: Quentin Tarantino.

Running time: 2 hr. 16 min.

Playing: Wide release.

In a nutshell: The second installment of Tarantino's epic rumination on the dark hearts of evil men (and women) deepens its characters and explores its themes while still delivering plenty of slam-bang action.

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Gordon Liu trains Uma Thurman in ``Kill Bill - Vol. 2,'' which favors a more character-based approach than its predecessor.