Early in "Kill Bill: Vol. 2," the title character, played by David Carradine, warns his estranged brother, Budd, that The Bride is coming to kill him. Budd replies that The Bride deserves her revenge and that he, Bill and the rest of their gang deserve to die. That much of Budd's speech also appears in "Kill Bill: Vol. 1." But in part 2, Budd adds, "Of course, she deserves to die, too."

© Copyright Miramax Films David Carradine stars as Bill in ''Kill Bill: Vol. 2.''

In the second half of his homage to grindhouse cinema, writer/director Quentin Tarantino returns to familiar territory. His characters usually fall into one of two categories. Either they are bad people who do bad things, or they are good people who do bad things. The difference between the two is that the good people believe in honor among thieves while the bad people don't.

Critics who complained that "Kill Bill: Vol. 1" lacked the memorable dialog and well-drawn characters of Tarantino's previous films should have no complaints here. If part 1 was an appetizer, this is the main course. The two films taken together are a masterpiece every bit the equal "Pulp Fiction."

The story so far: The Bride (Uma Thurman) has awakened after four years in a coma, and she is out for revenge on those who put her there. Her targets are her former teammates, a group of assassins known as the DiVAS (the Deady Viper Assassination Squad). As shown in "Vol. 1," two are down — O-Ren Ishii (Lucy Liu) and Vernita Green (Vivica A. Fox) — and three are to go: Budd (Michael Masden), Elle Driver (Daryl Hannah) and, of course, Bill.

Although The Bride has a lot of revenge yet to dish out, "Vol. 2" is not the nonstop action ride the first film is. "Vol. 1" draws heavily from 1970s kung-fu films. The sequel does, too, as during an extended flashback depicting The Bride's training under kung-fu master Pai Mei (played by Hong Kong star Gordon Liu). But mostly "Vol. 2" borrows from spaghetti Westerns with their long pauses, extreme close-ups and desert landscapes.

"Vol. 2" also fleshes out the characters. We learn why The Bride left Bill and why Bill reacted so badly. (Even he admits he "overreacted.") We also learn The Bride's real name, but since Tarantino is coy about it, I won't reveal it here.

Tarantino does such a marvelous job of making his characters live and breathe that we almost hate to see The Bride cut them down. Tarantino works in a kind of shorthand. It takes other films hours to develop a character as much as he does in just a few lines of dialog and a brief shot of an inscription on a sword blade.

He also gets the best from his actors. Masden's sad-sack portrayal of Budd would be almost lovable if Budd weren't such a sadistic sleaze. And Daryl Hannah's irredeemably evil Elle Driver is undoubtedly the best performance of her career.

But the two who should be remembered come awards season are Thurman and Carradine. Thurman takes The Bride through every emotion, from fury to love and from terror to despair, and does so mostly with only her eyes. Her performance reminds me of something Steven Spielberg once said. He said that one of the most interesting things to show on film is someone just thinking. Thurman has mastered the art of thinking on screen.

As for Carradine, he delivers the kind of career-resurrecting performance that Tarantino coaxed from John Travolta in "Pulp Fiction." It is a virtuoso effort that makes you cringe to think of how Carradine has wasted the last few years hawking magnetic bracelets on late-night television.

You know The Bride is going to kill Bill. It says so in the title. But you wish she could put off the deed until, say, "Vol. 3."