David Carradine looked elegantly gaunt as he fingered a Cuban cigar brought him by a solicitous waiter in the smoking room of a Dallas restaurant, but he instead smoked a string of cigarettes while talking, in a faintly amused way, of making Quentin Tarantino’s “Kill Bill,” the second half of which was now being released as “Vol. 2.” (The picture, originally conceived as an epic-length tale of revenge with lots of martial arts, had been divided by distributor Miramax into two segments, the second released about six months after the first.) The sixty-seven year old actor, one of the acting sons of the legendary John Carradine, has himself had a long career on both the large and small screens, but the new film was something special.

“Originally he [Tarantino] offered it [the title role] to Warren Beatty,” Carradine said. “But apparently he was always writing it for me and about me. We had met at the Toronto Film Festival in 1996. I’d talked to this psychic on the telephone, a psychic in Minnesota, and he told me I should work with an X-generation director. I said, ‘What’s that?’ and he said, ‘Like Quentin Tarantino.’ I knew Quentin was at the festival, so I called up hotels. Actually the first hotel I called was the right one–I called up the Four Seasons…and said let me talk to Quentin Tarantino, and they connected me right up with him. And I said, ‘This psychic said we should meet.’ And so he came over to my hotel. I was playing the piano in the piano bar, and we started talking about music, this, that and the other thing, and it sort of seemed like we should be working together.” Later, Carradine went to the cast and crew screening of “Jackie Brown,” and his brother Michael Bowen whispered, “You know Quentin’s not watching the movie, all he’s doing is staring at you.” Later, at the cast party, Tarantino said to Carradine, “We’ve got to do something together. But it’s got to be the right thing. It has to be a home run.” Carradine reflected on what Tarantino meant: “It had to be a thing that would showcase me, or he didn’t want to do it at all. He was a big fan, it turns out. He has 16mm prints of the ‘Kung Fu’ series and stuff like that. He’s seen most of the movies I’ve made. He can recite ‘Americana,’ the movie that I directed, which hardly anybody has seen, but he can recite it. So it was kind of bound to happen. And when he finally said, ‘Here’s the script,’ and handed me the thing, I read it and said, ‘My God, it’s tremendous. Lucky me.’”

To the inevitable question of what it was like working with Tarantino, Carradine said simply, “Awesome. Tarantino is the coolest damn guy. He’s just so much fun to work with. He might be the best director I’ve ever worked with. He just seems to know how to do it, and he seems to know how to make you feel good about it. He’s having so much fun, you start having fun–you can’t help it. It’s not just the actors, it’s the whole crew, having the greatest time. And he’s constantly surprising you. The script that I was presented with was literature, it was so perfectly worked out. And then all through the picture he kept continuing to write it and changing it according to what he sees people doing, or what the locations are like, or whatever–he’s constantly adapting himself…Some of our conversations became part of the movie. We were in a cigar bar in Beijing–we were still in pre-production, and I’m training–and at the end of the day I got a call and he asks, ‘Do you smoke cigars?’ And I said yeah. And he says, ‘Well, there’s a cigar bar in the hotel, do you want to meet me up there?’ Okay. We go up there and we sit there for three hours.” After they’d both had one cigar, Tarantino chose another–a mild variety–and offered a puff to the actor, who noted that it “tastes just like a milkshake.” Carradine continued: “Quentin laughs like most people clear their throat–every sentence, almost, has a laugh in it. And he laughs and he says, ‘All I’d have to do is write down things you say, and people would think I was a genius.’ And I said, ‘Well, Quentin, you are. But feel free.’ And six days later there’s a rewrite of the script, and our entire conversation is there.” Carradine pointed in particular to an elaborate riff on superheroes that’s part of the final scene between his character–the Bill of the title–and the vengeful Bride With No Name (Uma Thurman) who’s been tracking him down to kill him. “That whole ‘Superman’ thing–that was actually a conversation we had. It’s not just me. He wasn’t just writing down things I’d said, it was our conversation…that became a big, important part of the movie that wasn’t in the original script. It’s pretty amazing when you think that’s really the heart of my performance, and it wasn’t there [originally].” The actor noted how Tarantino had folded the discussion naturally into the flow of the scene, but added, “I think the point was that he wanted to have this rap about Superman, because I think he knows people go to his movies to hear that non-sequitur rap…and I think there’s also something that Quentin wants to tell us, that these characters–and they are comic book characters, the people in ‘Kill Bill’–that they’re kind of superheroes, or super villains, or super something. The things they’re dealing with is stuff we wouldn’t dream about. That’s Tarantino’s people.”

Carradine noted one change in “Kill Bill 2” that fans may find controversial: the elimination of a good deal of the elaborate martial arts action that was once intended (and in some cases, even filmed). The actor was somewhat ambivalent about it, because he had trained so hard. (“It was pretty extensive,” he said. “We worked out for eight hours a day, five days a week, for three months. This stuff that these Chinese guys do…is not really kung fu, and it’s very different from kung fu, and I did need to learn to do that. And then the other thing was the samurai, which I had no experience with…and the wire-work.”) He bemoaned the loss of one big fight sequence “we rehearsed for three solid months.” But in the end he saw the wisdom of Tarantino’s decision. “Somewhere in the middle [of shooting] we all saw ‘Matrix 2,’ and he said, ‘I’m tired of this s**t.’ I think we all were. So here he’s got [martial arts director Yuen] Wu Ping and his whole crew and all this wire stuff, and he’s essentially not using it because he’s smart enough to realize we’ve already moved past that.” And, he added, “It approbates what I know Quentin had in mind in the first place, and what I want to prove with this picture. Quentin did not hire me because I’m a kung fu expert–he hired me because he likes to listen to me talk. That’s what’s called acting…I don’t need to convince anybody that I know kung fu at this point. But maybe somebody needs to know that I really can act without doing a Chinese accent or a funny walk.”

Carradine finally declared, “It was the best experience I have ever had in a movie. There’s no doubt about it.” And of the result, he said, “I wasn’t prepared for the quality of the second movie. I don’t mean the quality like how good it was, but the kind of movie it is–that it’s so emotional…You know how it’s going to end, and then he fools you. You’re never prepared for anything that happens in [it].”

And he added, with a combination of satisfaction and regret, “I don’t know how the hell I’m going to top it.”