"Vol. 2" is far more sophisticated and intriguing than "Vol. 1"; it offers an involving backstory, which the immediacy of the first film did not allow. And unlike "Vol. 1," which was a stylized, Kung Fu-esque romp, "Vol. 2" is more of a traditional Western flick, complete with cowboy boots, a good-guy-vs.-bad-guy plot and whistling showdown music.

The much-anticipated sequel delves deeper into the cryptic relationship between Bill (David Carradine) and The Bride (Uma Thurman), and offers a glimpse into The Bride's martial arts training. Pai Mei (Gordon Liu), her master and trainer, is both brutal and comical; one quickly understands why The Bride has a hard and calculated demeanor (and why she's so darn good with a sword).

In spite of a long-winded opening that would never have made the cut in "Vol. 1," "Vol. 2" follows a much more salient storyline and allows audiences to breathe in between fight scenes. Tarantino alternates between black and white and color film and weaves a disjointed chronology throughout Vol. 2; flashbacks intermingle with present time, while other scenes have a split-screen effect to highlight the two perspectives of a one-on-one battle.

Thurman is even better the second time around. Her emotional range is displayed with much greater depth; yes, she still puts on a good fight, but in "Vol. 2," she also offers up a convincingly good cry. One scene in particular -- a black and white flashback of her wedding rehearsal that appears early in the film -- shows Thurman at her most sly, angry and vulnerable, all at once.

Those expecting an action-packed, exceedingly gory sequel should be aware that "Vol. 2" is a more psychological, slower-paced and expositional film than the first. Without the gruesome Japanimation and comically bloody fight sequences that dominated Vol.1, Vol. 2 is far less elemental than its predecessor -- which isn't to say that it's not as enjoyable as the first film.

Indeed, hard-core fans need not be distressed that "Vol. 2" is such a departure from the first "Kill Bill" installment; rest assured, there are several brutal fight scenes (blood, eyeballs -- you name it) to make up for the restrained flow of action. Moreover, Michael Madsen and Darryl Hannah -- who portray the last living members of the Deadly Viper Assassination Squad -- both deliver fine performances, rounding out a brilliantly cast group of actors.

Ultimately, The Bride must get her revenge. She cannot do so, however, until she has accrued the necessary strength and self-awareness that she has been seeking since "Vol. 1." By creating a sequel with such skillfully tempered design, it is clear, at least, that Tarantino has found his strength.

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