Grade: A-

Verdict: Quentin Tarantino slows things down for a well-measured conclusion to his stylish revenge fantasy.

In "Kill Bill: Vol. 2," Quentin Tarantino changes his game plan -- and so does the Bride (Uma Thurman) as she adapts to setbacks and surprises while tracking the enemies on her hit list.

In October's "Vol. 1," the Bride, pregnant on her wedding day, was ambushed by her colleagues in the Deadly Viper Assassination Squad, killers-for-hire working for the mysterious Bill. (Think of the Angels' Charlie as a bad guy.) Waking from a four-year coma, thinking she had lost her unborn child, the Bride set out on an over-the-top course of revenge.

Paring the film to barest dialogue and delivering a hyper-stylized adrenalin buzz, Tarantino made "Vol. 1" a blood-happy homage to '70s "grindhouse" martial-arts movies.

For the conclusion, he switches genres. "Vol. 2" is a tribute to the spaghetti Westerns of Sergio Leone ("The Good, the Bad and the Ugly"), complete with snippets of score by Leone's longtime composer, Ennio Morricone. Tarantino fills the screen with wide-open desert vistas, a series of two-person showdowns and bursts of violence that snap off the screen with the surprise force of a snakebite.

When we last saw the Bride (whose real, improbable name we learn in "Vol. 2"), she was hacking apart dozens of thugs at the House of Blue Leaves, then dueling with No. 2 on her Must Murder list, O-Ren Ishii (Lucy Liu).

Fans who go to the new movie hoping for an action sequence that outdoes that climactic bloodbath need to leave those expectations in the lobby. Tarantino puts on the brakes and finishes his tale in a more leisurely fashion, tossing in patches of his signature idiosyncratic dialogue, ranging from topics like the lethal effects of a black mamba's venom to the diametrically opposed natures of Spider-Man and Superman.

Little more than an off-screen voice before, Bill finally turns up in the flesh, played as a weary old warrior by David Carradine. It may be hard to warm to a fellow who killed the Bride's groom and wedding party and put a bullet in her head. But "Vol. 2" fills us in a little more on Bill and the Bride's history, and the twisted yet perfectly plausible reason he did what he did. It's all about love, baby.

Like the first film, "Vol. 2" is divided into chapters titled with a deadpan gravitas ("The Lonely Grave of Paula Schultz," for instance). The movie takes us farther down the road of the Bride's vengeance but also doubles back to her past as a student of fighting master Pai Mei. "He hates Caucasians, despises Americans and has nothing but contempt for women," Bill warns her. Gordon Liu, in old-age makeup, strokes his snowy beard with the same fey intensity as when Dr. Evil caressed Mr. Bigglesworth.

The movie juggles many moods fluidly. If it revels in Pai Mei and the sequence's hilarious parody of 1970s chopsocky films, it also goes for melancholy moments, as when Budd (Michael Madsen), one of the three people left on the death list, muses, "That woman deserves her revenge, and we deserve to die." Tarantino caps a nail-biting scene about premature burial with a brilliant little gag -- the sight of a woman, covered head-to-toe with dirt, entering a lonely diner and politely asking for a glass of water. And nothing's quite as funny as Bill's vastly understated explanation/apology for putting such a bloody end to her wedding plans: "I, uh, overreacted."

While Tarantino has toned down the action scenes, the way he films them can still surprise. There's a brutal, wall-wrecking catfight in a trailer, but also a swordfight between two seated characters who never leave their chairs. It's more like choreography than combat.

As with all of his work, one of Tarantino's main subjects is other movies. "Kill Bill" is best enjoyed by those who can spot his visual tributes (pilferings?) without getting distracted by them. He creates an iconic style that helps you overlook lapses in logic. For instance, Bill shoots his pistol repeatedly inside a beach resort, and the Bride has a gunfight in a high-end Los Angeles hotel, yet no one comes around to investigate the blasts. In the world of "Kill Bill," these killers are contemporary cowboys; their surroundings might as well be lonesome open prairie, and "normal folk" don't exist here.

As usual, Tarantino gets some of the best work out of his actors. That goes for Thurman and Carradine, and also for Darryl Hannah as the one-eyed Elle Driver.v Some moviegoers will like "Vol. 2" better than the first part. Others will feel the opposite. While the new film is a continuation, it has a distinct identity of its own. It takes time to breathe, deepen the characters and even try something we'd never expect from Tarantino: It tugs a little at our hearts.