The difference between "Kill Bill: Vol. 2,” and its predecessor, the bodacious mass-killing spectacular "Kill Bill: Vol. !” can adequately be expressed in four words: Less kill, more Bill.

Devotees will be surprised — and disappointed, maybe — to learn that Uma Thurman doesn't kill a single solitary soul through the first two hours of "Vol. 2” — this after leaving a veritable mountain of corpses in her wake in "Vol. 1." Having expended most of his ammunition, writer-director Quentin Tarantino (“Pulp Fiction") pauses for the proverbial cigarette, fashioning a wordier, punchier sequel that makes up in backstory what it sacrifices in raw carnage. It's not the extravagant, seemlessly visceral chop-socky riot that the original was, but the dialogue is richer, the characters are more engaging and the ending is, well, a real ending, not the gushing wound of a cliffhanger we got in "Vol. 1."

Sectioning off the narrative into stand-alone chapters (example: "The Lonely Grave of Paula Schulz"), Tarantino offers us our first clear, unimpeded glimpse of Bill, the mysterious international hitman who shot and left for dead his pregnant former protegé and lover, known to the audience only as The Bride (Thurman). Played by ’70s TV martial arts relic David Carradine (“Kung Fu"), Bill is a deceptively mild-mannered, urban-chic cowboy hipster (think Dwight Yoakam meets Carlos the Jackal) driven to ruthless extremes by all-too-human failings: Jealousy and pride. The Bride (he calls her "kiddo" for reasons illuminated later) broke his heart, and that explains that.

With his soothing, bemused manner and sad, thin smile, Carradine makes for a uniquely charismatic villain — soulful yet nihilistic, divinely at peace with his own cruelties. He's so good in the role, it makes you wonder how Hollywood has avoided giving him work all these years — with more selective taste in scripts (ever see "Karate Cop"?) and a few lucky breaks, the guy could have been Harrison Ford. And, considering the sort of movies Ford has made lately, would that have been such a bad thing?

Per tradition, Tarantino delights in placing his latest ’70s reclamation project in actor's "natural" habitat — the first time we see Carradine, he's puffing into a flute, a la Chang in "Kung Fu." Travolta on the dance floor, Carradine on the flute ... can Bud Cort with a eukalele be far behind? Larry Bishop, the under-employed son of comedian Joey Bishop, has a brief but amusing cameo as a mouthy nightclub owner.

As always, The Bride is religiously focused on killing Bill, but not before carving her way past his last two remaining cronies: One-eyed bombshell Elle Driver (Daryl Hannah) and Bill's kid brother Budd (Michael Madsen from "Resevoir Dogs"), now drinking himself into oblivion in a Texas trailer park. Thurman and Hannah have an absolutely shredding sword-fight sequence in the trailer, but the movie's best set piece takes place in flashback, when The Bride takes Shaolin fighting instruction from a wizened priest (Gordon Liu) with a ridiculously long, wispy fu manchu moustache. Inspired by Tarantino's treasured grindhouse kung fu movies (“The Five Deadly Venoms," “Shogun Assassin"), this sequence rates with anything in "Vol. 1” in terms of sheer, campy delight. Thurman, ever the sexy death-vixen, cements her standing alongside Sigourney Weaver (“Aliens") in the uppermost pantheon of female action stars.

Though the immensity of the violence in "Vol. 1” is scaled back, the sequel has moments that are just as howlingly, harrowingly perverse.

Characters are buried alive, shot with rock salt, deprived of their eyeballs, paralyzed by poisonous African snakes, shot, stabbed, ad infinitum. Viewed together, the "Kill Bill" anthology — originally produced as one movie but bifurcated to preserve a managable running time — is the most comprehensive almanac of cartoon violence in the history of American cinema. It sounds absurd saying it, but "Kill Bill: Vol. 2” is as much informed by Tarantino's fondness for florid Douglas Sirk-style melodrama as his kung-fu fetish. Between the blood-spilling and limb severing, there's an unabashedly sentimental, almost cloying empowerment tale about a wronged woman and her pursuit of family, dignity and justice.

She's Lana Turner with a samurai sword and who else but Tarantino, the towering geek-genius of our time, could come up with that?

Calmer ‘Kill Bill’?
Kung fu sequel backs off violence, delves into character back stories
Kill Bill: Vol. 2
Starring: Uma Thurman, David Carradine, Daryl Hannah, Michael Madsen
Rating: R (violence, profanity, brief drug use)
Running time: 128 minutes
Grade; B+