In which The Bride exacts bloody revenge on the bastard who shot up her wedding party, popped a cap in her skull and left her for dead in a lonely little church on Aqua Caliente Street. Given that Vol. 2 was conceived and shot at the same time as its predecessor, Vol. 1, its decided tonal shift is striking. In other words, it's not just that Quentin Tarantino decided to make a spaghetti western, rather than the all-out martial arts potboiler that he delivered last year. It's that the project seems to cleave so cleanly into two halves, one of them noisy and spectacular and the other relatively meditative and low-key.

Kill Bill Vol. 1 was positively hell on wheels, with a swaggering B-movie soundtrack and an encyclopedic arsenal of genre references; Vol. 2 is a relative laggard, hampered somewhat by a sense of portentousness - and perhaps by Tarantino's overestimation of his own skill as a screenwriter. Put simply, there's lots of talking going on in Vol. 2, and that's not a particularly good thing. Tarantino's approach to dialogue has always verged on the abstract. He's not an over-the-moon wordsmith on the order of David Mamet — whose actors often deliver line readings that are aggressively non-naturalistic in part because it's one of the only ways to deal with the kind of lines that David Mamet writes — but he is interested in the absurdity of human conversation and in the ways that casual remarks reveal attitudes. Thus the famous "Royale with cheese" dialogue from Pulp Fiction indicates a kind of street-level aspiration toward worldliness, and the dinner conversation that opens Reservoir Dogs encodes the concept of the gangsters' blue-collar status. His single best sustained piece of writing to date may be the extended exchange between Dennis Hopper and Christopher Walken in True Romance, performed to perfection, itself a treatise on racism, machismo and a father's desire to die with dignity.

I don't think this film approaches that level of insight. Those showpiece scenes from the Tarantino greatest hits collection are conversations, and Vol. 2 is full of monologues that come across as pretentious and distracting. Part of the problem might be that Tarantino has cast actors that he loves and/or reveres. Michael Parks, for instance, already played a sheriff in the first film but shows up again here in a throwaway role — as a Mexican whorehouse owner who points The Bride in the general direction of Bill — that would have been jettisoned from a movie that actually had running time on its mind. (With Harvey Weinstein as his sugar daddy, he's kept mercifully free of such constraints.) And it's as if Tarantino can't bear not to keep Carradine, haggard and magnificent, on the screen, chattering showily at Thurman with all the monomaniacal bluster of a James Bond villain. And when Bill suddenly starts talking about comic-book characters, you feel the intrusion of the director's public persona in a film that's mostly fought that off — like Q.T. himself has picked this moment to appear, winking, over his shoulder. It's not that Bill doesn't make a good point about Superman and Clark Kent. It's actually a very clever analogy. But as dialogue, it's peculiarly indulgent, and the effect is that the world gets smaller. Where Kill Bill Vol. 1 managed to conjure what qualifies as a metacinematic fantasy realm, generic elements procreating and proliferating as the reels unspool, the wide open desert spaces of Vol. 2 start to feel more stuffy and insular. The film's emotional climax, an aggressively sweet ode to motherhood with a Shogun Assassin twist, is awfully ambitious but not entirely successful, with Thurman struggling mightily to convey the personal pain of an ex-lover who's tearfully declaring her fidelity to the child she can hardly bear to have left behind.

All that said, Vol. 2 contains enough of the good stuff that it's still ample testament to the prodigious filmmaking talent that is Quentin Tarantino. There's a long sequence that begins with The Bride's botched attempt at killing Budd (a low-key, regretful Michael Madsen) and quickly turns absolutely nightmarish that's masterful and thrilling - the worst thing I can think of to say about it is that it's not quite as good as the magnificent hospital escape in Vol. 1. Darryl Hannah is terrific. Uma Thurman continues to play the role of her career, and it's good to have her back in the swim of things after so many years spent wading through puddles. The Bride's training under martial arts master Pai Mei (Gordon Liu of Shaw Bros. fame) is simultaneously parody and loving homage, and it hits exactly the right notes. I also like the little visual nods to other films: The New York Times highlighted a shot where Thurman is framed in a doorway with the desert outside as a steal from The Searchers, but I preferred the elliptical composition that defines the widescreen frame as The Bride finally confronts Bill at home, which I can imagine as a subtle, almost subliminal reference to the graveyard gunfight at the end of The Good, the Bad and the Ugly. (On that meta level, there's an undercurrent to this whole thing having to do with the way the codes of Western and Eastern cinema have influenced one another.) And the action sequences, when they're allowed to really bust loose, are stunning in their percussive violence — big props not just to editor Sally Menke but also to sound gurus Mike Minkler and Wylie Statemen, who do spectacular work here. (See it in the best theater in town, for sure.) Maybe one of these days, some kid with a boosted copy of Final Cut Pro will load the inevitable deluxe DVD into his G5 and create a truly slamming three-hour edit of Kill Bill. No offense to Menke, whose job was to make the best of Bill's unusual release strategy, but that would be awesome.