Lovers of Kill Bill: Vol. 1, take note: Vol. 2 is a drastic shift in tone and energy. Although it maintains the same underlying twisted playfulness, the second installment of this revenge tale is less about action and more about a relationship. In place of charges of adrenaline are injections of drama; swordplay takes a back seat to dialogue; and random stylistic flourishes are reined in. Is this good or bad? Neither, really -- the two movies are different, but both are good, although the second one could stand to be leaner.

What's perhaps most interesting is that this second film shows how the whole story could have worked as one movie. Many complaints about Vol. 1 involved its relative lack of depth or weight -- that it was a stylish tour de force merely dressed up as a simplistic revenge story. Vol. 2 reveals how the character drama was always there -- it was just waiting until the last half of the story to be unfolded with care. It enriches the full narrative, but the full narrative is not what we've been given to evaluate. That said, both movies do hold up well on their own. One might even argue that the tonal change mandates the split, leaving the first movie to be a complete cathartic splatterfest and the second a melodrama of love gone wrong and the strength of maternal instincts.

Maternal instincts? Yes! We learn much more about The Bride (Uma Thurman) and her reasons for abandoning Bill (David Carradine) this time. Without giving away the details, let's just say impending motherhood changed her priorities. The movie could almost be a metaphor for the conflicting drives that modern women (and never men) must face at certain times in their lives. The career woman may not know how strong her motherly urges are for a long time -- she may even think she can control them -- but if faced with the consideration at some point in her life, she may find the force stronger than she expected. It's wonderfully played out in a late scene where The Bride faces a would-be assassin, also a woman. The exchange here illustrates to great effect (and humor) that only women could truly relate to this dilemma.

Kill Bill: Vol. 2 contains several more memorable scenes, just as Vol. 1 did. Perhaps the funnest one comes in the chapter entitled, "The Cruel Tutelage of Pai Mei," in which writer/director Quentin Tarantino enacts his own version of a Shaw Brothers' style kung fu master training sequence. Rivaling that scene for "highlight of the film" is a harrowing one involving a grave that anyone except Houdini would get chills thinking about; and the showdown between The Bride and Elle (Daryl Hannah), a vicious hand-to-hand catfight within the limited space of a trailer.

However, between these great set pieces is a lot of fat that could have been trimmed. The character of Budd (Michael Madsen) seems fleshed out perhaps more than he needed to be, and a scene where The Bride visits an elderly man who runs a brothel doesn't add much to the story. Tarantino is clearly in love with the characters he creates, and, most of the time, who can blame him? But in a movie where much of the dialogue is spoken slowly and leisurely, tighter editing wouldn't hurt.

Happily, much of that slow, leisurely dialogue comes from Carradine as Bill, and he's utterly disarming -- little wonder his nickname is "Snake Charmer," given how confident he makes himself out to be. In fact, all the main actors do wonderful work here, from Gordon Liu as the mocking master Pai Mei, to Hannah, who has never been more deliciously vile than she is here. And then, of course, there is Thurman -- this movie belongs to her, and it's almost unnecessary to say any more than that.

Vol. 2 emerges as a package containing many sumptuous ingredients, perhaps more than necessary, ultimately and surprisingly delivering an operatic tale of the unstoppable force of motherhood. Combined with Vol. 1, it's a carnival of freaks where you get to marvel at the spectacle, and then wonder why few out there are running carnivals as fascinating and entertaining as this.

(Released by Miramax and rated "R" for violence, language and brief drug use.)

Review also posted at www.windowtothemovies.com.