When last we left The Bride (Uma Thurman), she had reawakened from years of coma, traveled to Japan to acquire the finest sword ever created, and crossed off two names from her list of those marked for death in the name of bittersweet vengeance. O-Ren Ishii (Lucy Lui) and Vernita Green (Vivica A. Fox) fell under the hand of The Bride in Kill Bill, Vol. 1. Now, the only members left of the Deadly Viper Assassination Squad (DiVAS), the group our heroine was once a part of, are the one-eyed Elle Driver (Daryl Hannah), Budd (Michael Madsen), and the titular ringleader, Bill (David Carradine).

Kill Bill, Vol. 2 takes a very sharp tonal shift from the previous film. Kill Bill, Vol. 1 was a head-spinning orgy of blood and stylized carnage, and it could be argued that its actual plot was wafer-thin. But it seems with Kill Bill, Vol. 2 that Tarantino had answered every critical concern about the first film before they were even brought to his attention as the two films were shot and cut in one grand effort. This film has a much more genial sense of pacing and numerous moments of drawn-out monologues, a far cry from the breakneck pace and terse dialogue of its forerunner. Fans of the relentless hack-and-slash of Kill Bill, Vol. 1 may be disappointed that this film lacks the chopped limbs, geysers of blood, and senseless, yet immeasurably thrilling, slaughter. In fact, whereas the body count for a lone sequence of Kill Bill, Vol. 1 may be in the fifties, Kill Bill, Vol. 2 has three total murders. It is the quieter, more adult half of this revenge opus. Kill Bill, Vol. 1 was an homage to chop-socky grindhouse Japanese films. Kill Bill, Vol. 2 is Tarantino’s homage to spaghetti Westerns and their languid pacing and showdowns.

The acting is superior to what you would expect from a revenge movie.

Thurman has always been as good as her director, and under the hands of a master like Tarantino she excels. In Kill Bill, Vol. 1 she was a hurricane of rage and an unstoppable warrior. Here we see the human being inside the warrior’’s armor, and she performs with amazing assurance and a ragged, raw delivery. When she’’s crying on the floor, face and body red and strained, aching, you believe everything this woman does and is capable of doing.

Carradine, with his gaunt features and face like leather, gives the standout performance of the film. Whereas Bill was an unseen menace in Kill Bill, Vol. 1, with the final installment he becomes fully realized as both a figure of terror but also one of great tenderness. He has a lengthy speech about Superman, masks, and the mythology of comic books that is spellbinding. Madsen gives a fine performance steeped with surprising pathos. He’’s the only former DiVAS member who feels remorse for his actions at the Two Pines Wedding Chapel that triggered The Bride’s rampage. A large subplot displays Budd’’s current life slumming it as a bouncer at a sleazy strip club and getting verbally berated by people he could easily kill. You come away with the idea that it’s Budd’s version of penance.Madsen mixes his remorse with sadistic grit, like when he gives The Bride a choice between a flashlight or a can of mace, and this is before he buries her alive.

Hannah seems to relish every moment as the one-eyed right hand to Bill. There’’s a scene where a character is suffering from venomous snakebites thanks to her and she sits down and reads a list of Discovery Channel-esque information she looked up on the Internet about the snake and painstakingly copied onto a notepad. She performs with such gleeful insincerity that it is hard not to start to like her for being so good at being so bad.

Perhaps the person that steals the movie though is Gordon Lui, who plays the cruel master Pai Mei that teaches Thurman all her moves. He has eyebrows like cotton balls and a long, whispery beard he loves to flick around. It’s a shame that this hilarious character is not in the film longer. Kill Bill, Vol. 2 also boasts one of the greatest child performances I have ever seen. The actress that plays the daughter of Bill and The Bride has such a natural quality to her acting that it is amazing she isn’’t coming up with her lines, reactions, and movements on the spot.

So does a longer, slower, talkier concluding half mean that Kill Bill, Vol. 2 plays it too safe or loses any of its steam? Hell no. Tarantino fills in all the rough spots and unanswered questions from the first film, and the result is drawing the audience further into the story.

We open the film with another perspective of the events that took place at the Two Pines Wedding Chapel that left a wedding party dead, and a bloodied, pregnant Bride shot in the head. We also discover how The Bride became the deadly warrior she is, why she chose to leave the business of hired killing, why Bill reacted in the extreme manner he did, and we even learn to our delight how Elle Driver lost her eye. The result of knowing the full story are characters, which in Kill Bill, Vol. 1 were more archetypal than living and breathing, that have become fully fleshed out, rounded, and incredibly complex figures full of remorse and vulnerability. The Bride and Bill transcend their descriptions as adversaries, and their relationship becomes more intensely complicated when mommy returns home to find her daughter still alive.

Despite all this fancy talk about “character building,” Kill Bill, Vol. 2 does not disappoint in action and thrills. A fight between The Bride and Elle inside a cramped trailer may be the most brutal, bone-crushing fight sequence I have ever seen between two women. Every strike that connects breaks something, be it furniture or bones. The final showdown between Bill and The Bride is a fitting and satisfying end for both warriors.

Tarantino’’s concluding half of this story long in gestation is a highly entertaining, stylish, thrilling, engrossing, eye-plucking good time. There is so much to talk about. This is the first film since, perhaps, Gladiator that I have seen at the full-price theaters three times. In total, I have seen the Kill Bill saga five times in theaters, and I find something new and rewarding every time. Tarantino has given the masses a masterpiece and everyone should take the opportunity to see it.

Nate’s Grade: A