Quentin Tarantino has adjusted the volume for the climax to his Kill Bill saga.

Kill Bill: Vol. 1 was a loud, brazen and outlandish gorefest.

Instead of increasing the body count and dazzling sword play, Kill Bill: Vol. 2 features quieter moments and more selective and insidious killings.

The revenge is much more personal.

The best news for the uninitiated is that you needn't have seen Vol. 1 to get the full impact of Vol. 2.

Tarantino employs flashbacks and voiceovers to bring the viewer up to speed.

Using muted black-and-white images, he revisits the tragic wedding rehearsal where Bill (David Carradine) and four members of his deadly assassination squad massacre the wedding party, leaving the bride (Uma Thurman) in a coma.

This scene is fleshed out much more because Bill appears in person, rather than as a disembodied voice.

It sets the stage for the performance of Carradine's career.

He brings a kindly, paternal quality to Bill, which masks his true nature as a heartless killer.

Carradine could justifiably find himself with an Oscar nomination for best supporting performance.

The role was intended for Warren Beatty, but seems tailored for Carradine, who has always been an exceptional character actor.

Tarantino allows Thurman to reveal her character, which explains why the Bride was abandoning both her profession as an assassin and her colleagues.

Vol. 2 is structured so Carradine and Thurman have separate and chilling voyages between their meetings at the beginning and end of the film.

Their two scenes amount to verbal martial arts.

They circle and spar with dialogue.

That means it is up to Michael Madsen, as Budd, Bill's loser brother, and Daryl Hannah, as the one-eyed Elle Driver, to supply the gunfire, swordplay and martial arts.

Tarantino's ideal of female empowerment is to mutilate and violate Thurman and Hannah in as many ways as possible, including covering them with everything from spit and toilet water to sand and blood.

It's obvious Thurman and Hannah relish the opportunity to wallow in their characters' excesses. They snarl like Amazon warriors.

Tarantino is the ultimate puppet-master.

His hand is evident in every frame of the film, carefully and exactingly orchestrating a homage to film genres of the past.

There are the Italian spaghetti westerns, Asian martial arts thrillers, '70s action flicks and Russ Meyer-style sex romps, with just a hint of film noir.

His choices in music, lighting and sound effects also give a nod to films of the past.

Depending on how much of a fan the viewer is of Tarantino or the films he parodies, Kill Bill: Vol. 2 will mesmerize or desensitize.

For those eager to take the ride, this is a nostalgic banquet of movie cliches lovingly preserved and enshrined.

There will also be those who will find this whole exercise self-serving, self-indulgent and alienating.

Kill Bill: Vol. 2 is a movie about movies and a way for Tarantino to showcase himself as a writer, director and self-appointed guardian of B-movie traditions of the past.

(This film is rated 18-A)

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