Starring Uma Thurman and David Carradine. Rated 14A.

From the van Gogh--nightmare scene in Reservoir Dogs to bringing out the Gimp in Pulp Fiction, Quentin Tarantino has built a career out of shocking people. So for those walking into Kill Bill: Vol. 2 expecting the cartoon bloodbaths and adrenaline-tweaked mayhem of the first installment: you should know better. The stunner this time out is that the mad dog of cinema gets in touch with his sensitive side for a slower-paced sequel.

Gone are Hattori Hanzo's sushi bar and the shoji-screened House of Leaves: Vol. 2 is largely set in the kind of dusty canyons that gunslingers rode through in Sergio Leone's spaghetti Westerns. Instead of taking on 88 Cato look-alikes at once, the battles our revenge-obsessed Beatrix Kiddo (Uma Thurman)--aka Black Mamba aka The Bride--fights are more psychological ones. She's less the superhuman killing machine of Vol. 1 and instead shows vulnerability, panic, and even love here. Where Tarantino formerly unveiled panoramic snow-blanketed Zen gardens and Japanese surf bars, here he prefers extreme close-ups. And after shirking much of his trademark dialogue in action-packed Vol. 1, Vol. 2 is positively talky, although not in the smartass-quip-a-second way that Pulp Fiction was. Even the long-awaited showdown between its archrivals is not the kind of clichéd climax you expect.

The Bride has two more Deadly Vipers Assassination Squad members to whack before getting at her ultimate nemesis, Bill: the shadowy villain who put her into a four-year coma and apparently stole her baby in Vol. 1. The first is Budd (Michael Madsen), Bill's less ambitious brother, who lives in a trailer and soothes his sorry state with Johnny Cash and lime margaritas. The second is Elle (Daryl Hannah), the eyepatch-wearing she-warrior. Throughout, we get flashbacks that fill in the personal history between the Bride and Bill.

The only reason Tarantino is able to pull off the strange mix of camp and character study is the acting talent. Thurman, caked in dirt and dried blood, has the wide-eyed energy of a colt and the determination of a samurai. It's hard not to cheer for her new kind of heroine as she finds herself in seemingly impossible, and outrageously sadistic, situations. But it's Carradine who is the biggest surprise. With a face like weather-beaten barn board, he balances pure evil with enough charm to make you believe the much younger Bride might have once fallen hard for him. Just watch him almost playfully grill her at the chapel only minutes before the massacre of her wedding party, or gently cut the crusts off a bologna sandwich--with a gigantic knife.

Fans of Vol. 1's chop socky still get their fixes. The film's highlight is an extended sequence of the Bride under the absurdly "cruel tutelage of Pai Mei", a temple-dwelling kung fu master (Gordon Liu) with handlebar mustache--shaped white eyebrows and a long beard he twirls with exaggerated gusto. Complete with smash zooms, the vignette is a nod to a stock character in the old Shaw Brothers films.

Stylistically, Vol. 2 should also please hard-core Tarantino fans, packed as it is with references to '60s and '70s flicks (watch for the Smokey and the Bandit Trans Am), its black-and-white and colour-saturated footage, and songs that range from the screeching Ironside TV theme to Ennio Morricone flourishes. But even his loyal followers will find that his tangents sometimes drag on too long, whether it's an extended bit of campfire storytelling by Bill or the flat wedding-rehearsal antics.

Ultimately, as out-there as the cheese-giddy action bonanza of Vol. 1 was, Vol. 2, flaws and all, is the more risky--and more fulfilling--of the two. Because when you really think about it, this sequel is less about malice and more about the virtues of motherhood. And that's riotously audacious when you consider the cinematic psychopath it's coming from.