KILL BILL, VOL. 2 — *** 1/2 — Uma Thurman, David Carradine, Daryl Hannah; rated R (violence, profanity, gore, vulgarity, brief drugs, racial epithets, nude photos).

To paraphrase this film's opening rant by its main character, The Bride (Uma Thurman) — a sort of recap of the first film's events: "Kill Bill, Vol. 2" is bloody satisfying.

Of course, "bloody" is putting it mildly. Like the first part of Quentin Tarantino's homage to kung-fu and other exploitative revenge/action films of the 1970s, "Vol. 2" contains scenes of brutal, almost obscene violence.

So, obviously, it is not for the squeamish any more than the first one, which you should expect from a Tarantino film.

And yet, those who enjoyed the first "Kill Bill" will be surprised and entertained by this sequel, which nicely wraps up all the loose ends that were left dangling. At least when it's not assaulting your sensibilities.

"Vol. 2" picks up where its predecessor left off: The Bride is still trying to exact revenge on assassins who are her former colleagues and who left her for dead after shooting up her wedding.

First up this time is Budd (Michael Madsen), who manages to get the drop on her before she can sink her samurai sword into him. He also confiscates her blade and agrees to sell it to one-eyed Elle Driver (Daryl Hannah). Even if The Bride does manage to escape and give the two their just deserts, there's still one more name on her to-kill list: her former mentor and lover Bill (David Carradine), who's got some surprises waiting for her.

This follow-up — which was shot at the same time as the first film — is considerably more character-driven. A lot of back story unfolds (we even find out the main character's real name). All of which helps tie the whole package together, making it more cohesive, if not more coherent. And as assured as Tarantino's work is here, it's hard to deny that this may be the highlight of his filmmaking career so far.

He also gets career-best performances from much of his cast. Thurman makes a surprisingly convincing action heroine, while the 67-year-old Carradine does a good job keeping up with her. Credit for that should also go to action choreographer Yuen-Wo Ping, who eschews his usual wire work for more realistic fight scenes.

"Kill Bill, Vol. 2" is rated R for strong scenes of action violence (shootings, swordplay, martial-arts combat and some violence against women), frequent use of strong sexual profanity and crude sexual terms, graphic gore, brief drug content, use of some racial epithets, and glimpses of nude photos. Running time: 135 minutes.

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