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Once upon a time, Quentin Tarantino decided to make his first true action movie. The protagonist would be the only major female character in his work, a veteran assassin who wakes from a four-year coma and obsessively tracks the man—her former boss and lover—who shot her and assumed her dead. The project, dubbed Kill Bill, grew outlandishly, until it was too much for a single film. So Tarantino took Miramax chief Harvey Weinstein’s advice and sliced it in half, yielding last fall’s Vol. 1 and this spring’s Vol. 2.

That account of how the two movies got made may actually be true. But any Tarantino buff who sees Kill Bill—Vol. 2 will be inclined to doubt the official story. The second film does conclude the first’s plot: The Bride (Uma Thurman) meets and beats former associates Bud (Michael Madsen) and Elle (Daryl Hannah), and then goes after Bill (David Carradine). Yet though the narrative is continuous, the tone has shifted significantly. Vol. 2 is talkier, jokier, warmer—you could even say it’s more in touch with its feelings.

Whereas Vol. 1 took the classic pulp-fiction gambit of imagining a femme who’s as fatal as any man, Vol. 2 is much more of a chick flick. The Bride (whose name is finally revealed midway through the movie) is depicted as vulnerable, both physically and emotionally, and her quest ends when she accepts the most traditional of womanly roles: motherhood (a development teased at the end of the first movie). Tarantino told Rolling Stone that he became so “feminized” while making the film that “now I can buy a girl a dress, and she’ll wear it and like it, not because I bought it but because I developed good taste.” That he’s now tasteful is a strange boast for a trash-picker like Tarantino, especially after he just made a movie in which one character is buried alive and another has an eye plucked from its socket. Yet Vol. 2 is a bit more humane—and substantially more watchable—than its monotonously brutal predecessor. It’s also a reminder of the degree to which Tarantino’s pre-Bill films were driven by conversation rather than mayhem.

Vol. 2 opens with a worshipful black-and-white close-up of Thurman’s face, as the Bride drives a convertible while talking directly to the camera. It’s a moment that suggests Audrey Hepburn or Grace Kelly, not a strong, silent type such as Clint Eastwood. Tarantino has said that Bill’s second installment is largely derived from spaghetti westerns, but don’t expect a Sergio Leone pastiche. Yes, much of the action—including a high-contrast second look at the wedding-chapel massacre already depicted in the first film—is set in the deserts of Texas or Mexico. Yet the movie doesn’t especially resemble The Good, the Bad and the Ugly, aside from snatching that film’s Ennio Morricone theme. The most explicit homages are the throwaway references to ’50s glamour pictures (see above) and an overextended flashback in the style of a ’70s kung-fu flick, in which the Bride-to-be struggles as the disciple of imperious martial-arts master Pai Mei (Gordon Liu).

The confident Uma of the opening scene quickly vanishes. The woman who julienned scores of Tokyo thugs in the previous movie confronts Bud, who immediately knocks her flat with a shotgun blast, nails her in a pine box, and plants her 6 feet under. Later—or earlier—the Bride is repeatedly humiliated by Pai Mei, an adept of the “five-point exploding heart technique.” In Vol. 1, the Bride deployed a samurai sword and the Japanese language with equal fluency; under Pai Mei’s tutelage, however, her battle skills are inadequate and her Cantonese nonexistent. The film’s heroine will ultimately triumph, of course. But this time Tarantino makes a point of emphasizing her weaknesses, banishing the first movie’s uninvolvingly invulnerable protagonist.

The creation of the Bride’s character is credited to “Q & U,” and in shifting her to the mommy track, Vol. 2 incorporates a good deal of the real-life Thurman, who’s the mother of two young children. The scene that will likely become the movie’s most-heralded is a gun-duel flashback that turns on the fact that the Bride has just discovered she’s pregnant. The movie’s maternal aspect also introduces a human touch that the director—who seems incapable of scripting a love scene—will probably never achieve with a depiction of adult affection.

Though Tarantino hasn’t abandoned his junk-pile aesthetic, Vol. 2 includes fewer characters, fewer oldies, and fewer distractions in general. (The only song that really intrudes is Malcolm McLaren’s triphop remodeling of the Zombies’ “She’s Not There,” whose signature line is used as a brazen tear-jerking cue.) In one of the film’s most telling moments, the director turns a cinematic citation into a monologue: Recalling the intensity of her former love for Bill, the Bride says she once would have jumped a motorcycle onto a moving train for him—a stunt that Michelle Yeoh actually performed in Supercop, a Jackie Chan vehicle with the sort of daredevil finale that Tarantino can only dream of rivaling.

Whether it was designed as such all along or hastily revamped after the first installment fell flat, Vol. 2 is Tarantino’s admission that he’s just not that kind of action director. The violence in his films, however visceral, mostly functions as ironic punctuation to his characters’ chatter. Thus when Bill finally gets control of the screen, the murderous mastermind is revealed not only as a man of profound—and, by action-flick standards, feminized—emotions, but also as a Tarantino surrogate. In fact, in his big moment, Bill launches into the sort of self-indulgent pop-culture dissertation that put Reservoir Dogs on the map. Like that speech, Kill Bill—Vol. 2 is bombastic, narcissistic, and garrulous. But it demonstrates definitively that a Quentin Tarantino movie that talks too much is more entertaining than one that keeps its lips tightly pursed.

When not remodeling outdated cinematic genres, Tarantino likes to renovate dilapidated actors. He salvaged Thurman from a faltering career, and he did the same for several others before her. Alas, a Tarantino revamp doesn’t necessarily last very long. Just ask Pam Grier, Robert Forster, or, for that matter, John Travolta. Just a few years after his Pulp Fiction renaissance, Travolta was reduced to playing campy villains in the likes of Battlefield Earth and Swordfish. He’s smirkingly evil once again in The Punisher, which wouldn’t rank as the best vigilante flick even in a week that had no other.

Based on the Marvel Comics character—who made his big-screen bow in an identically titled 1989 movie—The Punisher is another tale of pistol-packing bereavement. In the opening sequence, undercover FBI agent Frank Castle (Thomas Jane) masterminds a sting operation that ends with the death of big-time gangster Howard Saint’s son. Then Frank retires and heads to Puerto Rico for a family reunion. Saint (Travolta) sends his brutal lieutenant Glass (Will Patton) and some goons to exterminate Frank, his wife (Samantha Mathis) and young son, his father (Roy Scheider), and a couple dozen cousins and such. Left for dead, Frank is healed by a local voodoo practitioner. “Go with God,” says the well-meaning witch doctor. “God’s gonna sit this one out,” growls Frank.

That’s pretty savvy of God, but for viewers who insist on following the Punisher’s predictable saga, it continues like this: Frank returns to the mean streets of, uh, Tampa, where he sulks, guzzles whiskey, and prepares his armaments. He moves into a run-down apartment building that’s also home to Joan (Rebecca Romijn-Stamos, whose presence in anything other than a Sports Illustrated swimsuit issue is usually a bad sign). She’s a waitress who attracts abusive boyfriends, the latest of whom forces the brooding newcomer to reactivate his altruistic side. Still, Frank spends most of his time planning his overplotted vengeance, which involves convincing Saint that his wife, Livia (Mulholland Drive’s Laura Harring), and Glass have betrayed him. Because Frank ultimately intends to exterminate everyone at Saint’s disco/lair, that bit of intrigue is fairly pointless.

First-time director Jonathan Hensleigh, who previously labored on the scripts for Michael Bay’s Armageddon and John McTiernan’s Die Hard With a Vengeance, doesn’t quite have his mentors’ flair for amped-up, quick-cut macho. There is a reasonably clever scene, early in Frank’s campaign, in which the vigilante gets a thug to squeal merely by pretending to torture him. After that, however, The Punisher offers a routine procession of car chases, nü-metal, and explosions. In one of his grander flourishes, the Punisher ignites a bunch of cars to create a flaming version of his skull logo. That’s sort of impressive, but you have to wonder: If Frank were really all that crazed with grief, wouldn’t he devote more time to retribution and less to graphic design? CP