When last we left Uma Thurman as the Bride in Quentin Tarantino's Kill Bill vol 1 she had three names left on her hit list having dispatched Lucy Lu's O Ren Ishii and her gang of samurai hooligans in a whirlwind of wire fu and slasher flick gore that topped even the Matrix series for over the top action. Volume 2 begins right where we left off but after a slight detour into the delicate moments between titular target Bill (David Carridine) and the Bride before the heinous act that sets her on her bloody path of revenge it's soon apparent that Volume 2 is in an entirely different place than its predecessor. And in a way it's a return to familiar territory.

Fans of Tarintino's razor sharp dialog who may have been left scratching their heads at Volume 1's emphasis on chopsocky over characterization will be glad to know that Volume 2 is more inclined to flesh out its characters than flagulate them. Michael Madsen and Darryl Hannah are both given extended scenes of Tarentino-esque things to say and Thurman's Bride sheds her action figure stoicism for some real depth- a transformation that happens in virtually one line where the formerly jokey bleeping of her true name is ended to reveal not just her name but the vulnerable, conflicted, and tragically human woman behind the kung fu killing machine. The real show here though is Bill and Carridine imbues the character with such tender treachery that one wonders whose revenge is more deserved. Like the Bride, Bill existed more as a force than a character in Volume 1 but with the instant he does grace the screen in Volume 2 he owns it. With Carridine's weathered face and gentle gravel voice Bill and the Bride's confrontations have the sweet pain of an old relationship whose emotional wounds cut deeper than their samurai swords. It's been said that Warren Beatty was the original choice for Bill, but after seeing Carridine's performance it's hard to imagine Beatty or anyone else giving such a nuanced and charming portrayal.

In many ways Volume 2 is a vastly superior film to Volume 1. For all its gained depth of character however it loses much of what made the first so cool. The action is kept to a minimum, there are no segways into anime, and the only genre elements that are present seem virtually out of place. Even the soundtrack, although great in its own right with such selections as Malcolm McLaren's haunting "About Her," never approaches the same sound and sight synergy that made Volume 1 seem like the coolest collection of music videos MTV would never play. Watching both films has the effect of eating a great meal where the dessert accidentally comes first.

Nonetheless, not as groundbreaking or cool as the first one is still good enough to make Kill Bill vol 2 better than most movies, whether paired and compared to it's predecessor or watched by itself.