What Quentin Tarantino started with a wham he finishes with a bang in "Kill Bill Vol. 2," the tasty and elegant conclusion to the filmmaker's serving of deep-dish cinephilia. Less spectacular than "Vol. 1," second half may not match the biz of the first installment, but as a whole, is a personal reverie that generates a trance-like dramatic power of its own

Corrections were made to this review on Apr. 7, 2004.

What Quentin Tarantino started with a wham he finishes with a bang in “Kill Bill Vol. 2,” the supremely tasty and entrancingly elegant conclusion to the filmmaker’s unique serving of deep-dish cinephilia. Originally conceived as one film, the two-parter that has finally emerged can now be seen as a truly epic work, a 247-minute revenge saga in which the raw materials of movie memories have been transformed into a deliriously personal reverie that generates a trance-like dramatic power of its own. Less exotic and spectacular than “Vol. 1,” second half may not match the biz of the first installment, which debuted last October and generated $70 million in the U.S. and $108 internationally.

Long-term prospects are brawny for separate DVD releases (“Vol. 1,” sans commentary, comes out domestically April 13, three days ahead of “Vol. 2″ in theaters), then for a combination of the two volumes both theatrically and on home formats, an ultimate DVD with extras and so on.

Although a 15-minute opening seg, presented in glorious black-and-white scope, re-establishes the intention of the Bride (Uma Thurman) to “kill Bill” and elaborates the fatal day in El Paso when her wedding rehearsal was invaded by her former lover/boss and his Deadly Viper Assassination Squad, it is recommended that viewers not come to “Vol. 2″ without having seen its predecessor.

But if this prologue, Chapter 6 out of 10 in the overall work, essentially recapitulates what we already know — that Bill (David Carradine, essentially unseen in “Vol. 1″) attacks the pregnant Bride to avenge her having left him — it also immediately establishes a different tone. Instead of concentrating on the previously seen violence in this sequence — there is none this time — set-piece is dominated by a long, superbly written and acted interlude on the chapel porch wherein Bill and the Bride gingerly discuss the unfinished business between them while she tries to suss out what his intentions are.

Scene portends much of what “Vol. 2″ will be like: significantly more dialogue-driven than the first half, with twin emphases on juicy lingo and emotion; dominated by two-character interchanges; and highlighted by sequences attenuated to an often outrageous and daring degree.

The Mexican and American Southwest settings and use of material from Ennio Morricone’s scores rep the obvious ways in which “Vol. 2″ derives from Sergio Leone, but equally important is the influence of the Italian master in pushing Tarantino to expand what could have been perfunctory scenes into hugely elaborated set-pieces; latter detailing is what gives “Vol. 2″ its special charge for film buffs or anyone who keys into what Tarantino is up to.

Having spectacularly dispatched two of Bill’s four assassins, played by Vivica A. Fox and Lucy Liu, in “Vol. 1,” the Bride sets out here to track down Budd (Michael Madsen), Bill’s trailer-trash younger brother. In a chapter entitled “The Lonely Journey of Paula Schultz,” Budd, who lives in a craggy desert wasteland near Barstow, Calif., manages to turn the tables on the sword-wielding Bride and subject her to a fate sometimes described as worse than death: burial alive.

Briefly compressing the widescreen frame to the 1.33 format before turning the picture to black altogether, Tarantino suffocatingly conveys the terror of such torture, as the securely bound Bride finds herself in a tight coffin and must listen as piles of dirt are dumped on top of it, with the sounds gradually diminishing as the hole fills up. The sense of claustrophobia and hopelessness induces a cold sweat as she desperately tries to untie herself, but the panic is unexpectedly relieved with the abrupt arrival of Chapter 8, “The Cruel Tutelage of Pai Mei.”

Suddenly, the Asian influence of “Vol. 1″ is again thrust to the fore, as a flashback reveals Bill dropping his young protege off for training with a Chinese martial arts master (Hong Kong action stalwart Gordon Liu of “The 36th Chamber of Shaolin,” aka “The Master Killer”). Warned by Bill that Pai Mei hates Caucasians, Americans and women, the Bride finds all that and more to be true, as she is systematically humiliated and beat up by her unforgiving teacher.

As Liu obviously has a field day as the master humorously decked out in abundant white hair and eyebrows and a flowing beard he habitually flips around, Tarantino has equal fun aping the conventions of ’70s Shaw Brothers kung fu epics, working with the ever-inventive d.p. Robert Richardson to recapture even the cheesy color schemes and zoom lens reframings of those films.

Fortunately, this invigorating detour has a point, as the lessons of strength and concentration she learned at length from Pai Mei enable the Bride to escape from her grave and take on her other nemesis, Elle Driver (Daryl Hannah), the eye-patched hellcat who, like Budd, was briefly glimpsed in “Vol. 1.”

Except for the lack of a right eye, Elle, who also studied with Pai Mei, would appear to be an even match for the Bride, a proposition put to the test in an amazing catfight between the two that is considerably more credible and satisfying than the one that opened “Vol. 1.” Helped by Tarantino’s inspired stroke of staging, the fearsome struggle within the cramped confines of Budd’s trailer home, the two rangy blondes look like giants as they leap, lunge and toss one another off and through walls before the Bride concludes matters in a manner both grotesque and memorable.

Finally, there is nothing left for the Bride to do but to track down Bill himself. The journey starts with a visit to an elegant Mexican chap played with devastating elan by Michael Parks, briefly seen as a sheriff in “Vol. 1.” In just this small role, Parks’ charismatic intensity suddenly brings to mind what James Dean might have been like had he lived to old age, and it can only be hoped that the renewed attention brought by Tarantino’s spotlight will result in some juicy late-career roles for this enigmatic actor.

Climax, naturally, involves the showdown between the Bride and Bill. While the latter proposes a duel much like the one that so strikingly concluded “Vol. 1,” Tarantino pulls another surprise by wisely declining an attempt to top that formal sword fight. Instead, he loads the much-anticipated faceoff with talk.

Fortunately, it’s very good talk, with passages, particularly a fascinating rumination on comicbook superheroes, that enable Carradine to round out his portrayal of a thoroughly evil character with genuinely human dimensionality. The opportunity Warren Beatty bypassed has been seized with relaxed but focused determination by the former “Kung Fu” star in one of the two top bigscreen performances of his career, in which there are occasional ghostly echoes of both his father and John Huston.

Final stretch also receives an added emotional charge via the presence of the child (no surprise) Bill fathered and, upon her birth, took from the comatose Bride. This maternal element, in addition to the advantages of more dialogue and a presumed growing into the part, boosts Thurman to a performance that now, in the long haul, seems great. Status of the Bride as one of the supreme female action heroes of filmdom appears indisputable, and Thurman has come through the character’s multitudinous physical and emotional rigors with something genuinely estimable.

Enormously extended end credits, which are entertaining in their own right, should be sat through for what comes after, a final line that amusingly confirms Tarantino’s urge not to let go of this project. With the DVD still to come, he no doubt hasn’t yet.

Beginning with its delightfully retro black-and-white rear projection shots of Thurman driving in a convertible and looking for all the world like Lana Turner in (the referenced) “The Postman Always Rings Twice,” pic continues as a stylistic wonder, a dizzying example of cinematic sampling that abundantly shows Tarantino’s love and innate gift for filmmaking.

Richardson’s cinematography, Sally Menke’s editing, David Wasco’s and Cao Jui Ping’s production design and the original score by the RZA and (for Mexican interludes) Robert Rodriguez are smart, resourceful and alive, with innumerable other craft contributions following in kind.

Kill Bill Vol. 2

Production

A Miramax release of a Band Apart production. Produced by Lawrence Bender. Executive producers, Bob Weinstein, Harvey Weinstein, Erica Steinberg, E. Bennett Walsh. Directed, written by Quentin Tarantino.

Crew

Camera (Technicolor/B&W, Deluxe prints; Panavision widescreen), Robert Richardson; editor, Sally Menke; original music, the RZA, Robert Rodriguez; music supervisor, Mary Ramos; production designers, David Wasco, Cao Jui Ping; art directors, Daniel Bradford, Liu Lu Yi; set decorators, Sandy Reynolds-Wasco, Ma Ying; costume designers, Catherine Thomas, Kumiko Ogawa; sound (Dolby Digital/SDDS/DTS), Mark Ulano; supervising sound editors, Wylie Stateman, Harry Cohen; re-recording mixers, Michael Minkler, Myron Nettinga; visual effects, Centro Digital Pictures; special makeup effects, K.N.B. EFX Group; martial arts adviser, Yuen Wo-Ping; stunt coordinator, Keith Adams; associate producer, Dede Nickerson; assistant director, William Paul Clark; casting, Johanna Ray. Reviewed at ArcLight Cinemas, Los Angeles, April 2, 2004. MPAA Rating: R. Running time: 137 MIN.

With

The Bride - Uma Thurman Bill - David Carradine Budd - Michael Madsen Elle Driver - Daryl Hannah Pai Mei - Gordon Liu Esteban Vihaio - Michael Parks B.B. - Perla Haney-Jardine Karen - Helen Kim Clarita - Claire Smithies Ernie - Clark Middleton Rocket - Laura Cayouette Larry Gomez - Larry Bishop Jay - Sid Haig Lucky - Reda Beebe Rufus - Samuel L. Jackson Tommy Plympton - Chris Nelson Janeen - Caitlin Keats Mrs. Harmony - Jeannie Epper Reverend Harmony - Bo Svenson
Follow @Variety on Twitter for breaking news, reviews and more