I went to the new B-movie "double-feature" by Robert Rodriguez and Quentin Tarantino with my eyebrow raised and my arms folded. This exercise in recreating legitimate cinematic trash as a big-budget event picture seemed like a dubious notion. Grindhouse cinema was born of filmmakers working with the tools available to them, not a genre to be adopted as kitsch with all the money and opportunities in the world. Was this a case of rich boys driving into poor neighborhoods in their fancy cars and trying to act like they belonged? Corporate punk rock without the authentic spit or spirit that forced the kids to head out to the garage and make a racket?

Truth be told, it kind of is. It's also kind of a blast, too. I'm not going to call it an homage, because that might be too kind for something that veers this close to a rip-off; then again, it's not like real grindhouse cinema is above borrowing from other sources. Grindhouse is R.R. and Q.T. kicking around in the dump of '70s movie houses, celebrating their love of the cheap and the lurid. As with any anthology, some of it is going to work and some of it isn't. Mileage may vary.

The grand conceit of Grindhouse is that it's going to recreate a Friday night double-feature of low-budget action and horror from days gone by, the sort of left-of-center cinematic treats found in only the most off-the-beaten-path theatres. To capture the breadth of this kind of moviegoing, they'll throw in the whole shebang: vintage intro segments, fake commercials, and satirical previews. Robert Rodriguez fields the first pitch, taking a swing at a trailer and then the lead feature. His teaser for Machete is a knowing nod to the sub-Rambo genre, of wronged killing machines doing what they do best. It's amusing, but maybe too self-aware. Kind of like the Beastie Boys video for "Sabotage." (It's rumored Machete may actually be a forthcoming feature, which I predict would be a case of taking the joke too far.)

Rodriguez's movie segment, Planet Terror, has some of the same problems as his trailer. At its foundation, it's just like any Robert Rodriguez movie. It has a number of good action sequences and some funny jokes, but overall, it's kind of a minimal effort. I get the sense that Rodriguez is just a dude who likes to pick up a camera, have some fun with it, and see if a movie comes out at the end. There's very little sophistication in his technique. His best picture is Sin City, which he co-directed and didn't write. For Planet Terror, he wrote the script, composed the music, manned the camera, worked as one of the editors, and oversaw just about everything else. So, it's back to business as usual for Robert Rodriguez.

The story of Planet Terror is straight off of a fading drive-in movie screen. A plague is taking over a Texas town, turning everyone into deformed zombies except for the lucky few who are somehow immune to the toxic gas bubbling up from the bowels of the earth. Side-plots include a deranged medical doctor (Josh Brolin) and his cheating, lesbian wife (Marley Shelton) fighting about her infidelity and a pissed-off U.S. soldier (Bruce Willis) trying to harness the power of the infectant as an act of revenge. The main plot, however, is about Cherry (Rose McGowan), a stripper who is frustrated at her busted dreams, and her rocky relationship with Wray (Freddy Rodriguez), a surprisingly agile bad boy with a hidden past. At the start of the plague, they are attacked, and Cherry loses her leg. This leads to her eventually getting a machine gun/grenade launcher attached to her stump, the provocative image that has graced the promotional posters since the hype began last summer.

Only, it seems to take a long damn time for that gun to come into play. Planet Terror ambles out of the gate, taking its sweet time getting to the pus-filled zombies and overdose of gore. There are some funny moments with the owner of a local barbecue shack (Jeff Fahey), his sheriff brother (Michael Biehn), and his halfwit officers (including the king of splatter effects, Tom Savini). Even so, most of the set-up could have been done away with and the subplot with Brolin dropped, getting us to the good stuff much quicker.

The bigger problem, though, is that Rodriguez goes too far in trying to establish his "grindhouse" look. He's added scratches to the film, as well as warping the image at various points and even a semi-decent gag about a missing reel. It's all completely unnecessary and falls into the trap (and my fears) of coming off like an ironic hipster rather than just a guy making an honest-to-goodness zombie action flick. There's no way to get past the surface style to the movie behind it. Even when the action starts, the director jars you by adding jagged splices, telegraphing that the scene is important while amputating the actual adrenaline. Rodriguez is so busy reminding us that he's making a fake B-movie, he never lets us settle in and enjoy it. Which is funny, because he really is a B-movie director, he doesn't have to fake it!

By way of "intermission" between Planet Terror and Quentin Tarantino's Death Proof, we get three more fake trailers. Directed by Rob Zombie (Satan's Rejects), Edgar Wright (Shaun of the Dead), and Eli Roth (Hostel), these almost run away with the movie. These guys get exactly what they are doing here and use parody as loving tribute. The less said about them the better, because the sick, twisted jokes waiting for you will knock you out of your seat even more if you don't see them coming.

What you also won't see coming is the delightful trick Tarantino is going to play on you in Death Proof. You think you have this one figured out, but trust me, you don't. Kurt Russell stars as Stuntman Mike, an aging daredevil who likes to hang around bars but never touch a drop of alcohol. He also likes the ladies, but it's hard to say if they like him. He meets several in Tarantino's segment, including Rosario Dawson and McGowan in a completely different role from Planet Terror, but his line is as old as his hairdo. So, instead he stalks them in his car and kills them in disgusting eruptions of graphic violence. His instrument of death: that very same car. It may be have been made "death proof" in order to perform movie stunts safely, but as he tells his first victim, that only matters if you're the one driving.

Tarantino chucks most of the manufactured style his partner used. While the lighting and film stock looks like it was shot three decades ago, I don't think he was able to bring himself to scratch up his pretty pictures. Death Proof is better for it. Though he does indulge in some jumpy splices in the first reel and the same gag with missing footage Rodriguez pulls, Q.T. ditches all of that before it wears out its welcome. This means I could actually get sucked into Death Proof and enjoy the many treats it has to offer.

First is the tsunami of Tarantino dialogue. The two sets of women in the script get long, detailed sessions of girl talk that have some of the regular hallmarks of the Tarantino patois, but slightly tweaked for the all-female cast. He maybe could have shaved some of the lines, as there is a lot of set-up in Death Proof, prolonging the action much in the same way Rodriguez did, but then we'd have been denied the virtuosity of an extended conversation in a diner, the patter remaining uninterrupted for several minutes as the camera circles the table, zooming in and out as the conversation demands. It's only when it finishes that you realize there were no edits.

As good as the dialogue can be, it's obviously not what we're really coming to see Grindhouse for, and though Tarantino makes us wait for the good stuff, it's worth it. The long car chases, including one that takes up the entire back half of Death Proof, are awe-inspiring. Stuntman Mike bemoans the dominance of CGI in modern car chases, and Tarantino puts those complaints to the test by proving that there is nothing like the real thing. In true Q.T. fashion, the writer/director is able to play it both ways. Mike's first attack is one of the most shocking, gruesome things I've seen in a while, and Tarantino doesn't shy away from the grisly details; yet, he's also able to keep a wicked sense of humor in Death Proof. It's hard to laugh when you're vomiting from the gross factor, but Tarantino is going to make you do just that.

Kurt Russell is awesome in Death Proof. Probably because he's made his fair share of lower-tier films in his time, he knows what it really means to be in one. He doesn't try to shunt his own skills or contrive being stiff and labored the way Willis does in Planet Terror or Tarantino himself in his roles in both segments. Instead, Russell swaggers through his part, having the good time the material demands. Other refugees of legitimate B-movies like Fahey, Biehn, and stuntwoman Zoe Bell (playing herself) also have the same sense of respect for the work while not taking it too seriously. That's the key that makes all the winning performances stand apart from the merely adequate. Rosario Dawson gets into her role with the same depraved relish that made her so delicious in Sin City, and Rose McGowan borrows a page from Russell, sneering as if she is just too good for these inadequate surroundings. Robert Rodriguez bones it further by casting supporting players that either are genuinely bad or encouraging them to play it that way, and the decision rings false. (Though, props for using Stacey Ferguson, a.k.a. annoying pop singer Fergie, in a sight gag that says what we all know is true.) Tarantino succeeds by going the opposite and being the worst actor he hired. Everyone else turns in solid efforts.

It's almost a shame that Grindhouse didn't lead with Death Proof, because then I could suggest you leave in the middle. While you don't necessarily need to show up late (you might miss those fake trailers if you do), this double-feature is definitely lopsided. Robert Rodriguez was too busy trying to fake the funk in Planet Terror, whereas Quentin Tarantino was far more conscious of delivering the same visceral thrills that he found in those out-of-the-way theatres as a younger man. While Death Proof is a lark and nothing more--and thus, the least important film in Tarantino's canon so far--it does demonstrate the truism that all connoisseurs of B-movies know, that the ones that truly stand the test of time do more than toss intestines and naked women at the audience, they subversively sneak in something a little extra to suck us in and catch us unaware. Tarantino diverts our eyes from the prize with his girl talk, and then smacks us up upside the head with the speed of his killer car. The impact is almost enough to make us forget Grindhouse's slow start...but not quite. For Planet Terror, it's a Rent It; for Death Proof, I give it Highly Recommended. This lands Grindhouse somewhere in a healthy middle.

Jamie S. Rich is a novelist and comic book writer. He is best known for his collaborations with Joelle Jones, including the hardboiled crime comic book You Have Killed Me, the challenging romance 12 Reasons Why I Love Her, and the 2007 prose novel Have You Seen the Horizon Lately?, for which Jones did the cover. All three were published by Oni Press. His most recent projects include the futuristic romance A Boy and a Girl with Natalie Nourigat; Archer Coe and the Thousand Natural Shocks, a loopy crime tale drawn by Dan Christensen; and the horror miniseries Madame Frankenstein, a collaboration with Megan Levens. Follow Rich's blog at Confessions123.com.