The Robert Rodriguez-Quentin Tarantino collaboration Grindhouse is a carnival funhouse/rollercoaster ride of a movie. You scream, clutch your date's arm, and wait frozen in suspense for the next scary moment. You know it's cheesy and silly and maybe you even can see the wires working the scary bits, but you don't care. You have a thrilling time, and maybe you even want to go again later. The next day, only a few highlights of the dark ride stick in your head -- but who cares? It's just a ride, you're not supposed to take it seriously. And if you don't care about taking a movie seriously, if you don't try to analyze Grindhouse or measure it up against the filmmakers' best work, you can enjoy the ride.

Most of the three-plus hours of Grindhouse fly by, although I can't say I was never bored. I couldn't help but compare the two features included in the movie with the exploitation films to which Grindhouse pays homage. Would Grindhouse have the same hair-raising stunts, eye-rolling dialogue ... and most important for many audience members, would the women be as scantily clad? (They certainly are on the current cover of Rolling Stone magazine.) Tarantino's segment Death Proof is the better homage to grindhouse, but Rodriguez's segment Planet Terror is more of a contemporary update of the old drive-in movie genre. If you don't want to see even cartoonish renditions of lurid decapitation, amputation, gunshot wounds, automobile crashes and cannibalism, Grindhouse is not going to appeal to you.

In Planet Terror, a scientist (Naveen Andrews) and some military forces (led by Bruce Willis) unleash a top-secret gas that turns people into sticky, gooey, scary monsters. Naturally the condition is infectious, and it spreads to the hospital where Dr. Dakota Block (Marley Shelton) is trying to elude her nasty husband (Josh Brolin). In the middle of all this, mysterious stranger Wray (Freddy Rodriguez) encounters his ex-girlfriend Cherry the go-go dancer (Rose McGowan), who suffers an unfortunate injury during an encounter with the creatures. Since one of the big images being promoted for this movie is Cherry's machine-gun leg, the injury should be obvious. The film is populated with a number of familiar faces in smaller roles, including Tarantino as a rapist who suffers an outrageous side effect from the gas, Tom Savini as a bumbling deputy and Michael Biehn as the hard-boiled sheriff. My favorite part of Planet Terror was a single shot in which one of the military men removed his gas mask and was revealed as Bruce Willis, who just stood there, entirely impassive. The man can say so much by saying nothing at all.

Planet Terror is structured like a traditional movie, except with one big chunk missing. As Rodriguez said at SXSW, making a grindhouse-style feature meant that he could simply omit the boring part near the end of the second act and skip to the climax. The movie was shot on digital video, not film, and while a lot of splices and glitches and little spots are added to make it look like a well-worn exploitation film, occasionally the digital shines through. One scene had a reddish tint intended to resemble those color prints that are faded into reddish tones, but the effect didn't work and only accentuated the digital-video look. Overall, Planet Terror reminded me less of an old grindhouse movie and more of one of the better Masters of Horror episodes on Showtime, but that's not a bad thing at all.

Death Proof opens in Austin, where a group of women led by deejay Jungle Julia (Sydney Poitier) get ready for a weekend on the town. They encounter an older stranger, Stuntman Mike (Kurt Russell), who drives a very distinctive car. Turns out the car is "death proof" so he can drive it as fast as he wants and crash it into anything at very little harm to himself. But it's only death proof for the driver, as some unfortunate victims find out the hard way. Stuntman Mike moves from Austin to rural Tennessee and prepares to encounter another group of four women ... but this group includes professional stuntwoman Zoe Bell, playing herself. And you don't mess with Bell, who was Uma Thurman's stunt double in Kill Bill.

Death Proof also has a missing reel, but unlike Planet Terror, it doesn't omit a slow section of the film but rather a scene that, judging by audience reaction, a lot of guys were looking forward to seeing. The Tarantino feature didn't include only the best parts of a grindhouse movie -- unfortunately, it also included those interminable sequences where people sit around talking while you're dying to get back to the motorcycles, or the fight sequences, or whatever action the movie promises. The conversational interludes employ the trademark Tarantino dialogue, which I find enjoyable only when done sparingly. I realize that the entire three hours of Grindhouse couldn't have been action-packed, that we need the pacing of slower sequences to catch our breath, but I only needed to hear so much random chitchat. That entire sequence where the stuntwomen are driving to their next location seemed entirely unnecessary. (Perhaps their discussion of the director's sex life was a reference to some notorious Hollywood director of old, but I don't know enough gossip to get such a reference.)

As soon as that final car-chase sequence starts, though, the movie changes entirely -- suddenly it is pure grindhouse and I was frozen in my seat. Zoe Bell's big stunt sequence is riveting, more so because we know she's doing it herself. Earlier in the film, Stuntman Mike laments the transition in film from stunts to CGI, and Death Proof is a love letter to those automotive stunts. Death Proof is shot on actual film and the crazy stunts are real, and that's what gives it that genuine grindhouse energy.

The fake trailers are each entertaining in their own way. I wish we'd seen a longer excerpt or a mini-feature of Rob Zombie's outrageous Werewolf Women of the SS. But the funniest moments in the entire film came from Edgar Wright's trailer Don't. It wasn't a hint of a feature I'd want to see, but a spoof of a certain kind of trailer, the kind in which you never hear dialogue because no one wants you to know it's a foreign film. Eli Roth's Thanksgiving trailer was an amusing spoof of 1980s horror films. I liked the Machete trailer a lot -- I'm a big fan of Danny Trejo -- and would watch a direct-to-DVD movie if Rodriguez does decide to expand the trailer.

Is Grindhouse truly grindhouse? Not quite. For one thing, you're probably watching the movie in a relatively clean theater, and not the scuzzy, sticky grindhouse joints from days past. The features are too expensively made, with good actors from mainstream films, and the splices and tints and missing reels don't seriously affect the narrative structure. I saw part of Torso at an outdoor screening at SXSW, and I couldn't understand what was going on because the movie was so full of splices. That's grindhouse -- but most of us wouldn't enjoy that (I didn't). Rodriguez and Tarantino distilled the aspects of the old grindhouse experience that most of us would find enjoyable, removed most of the drawbacks, and have presented a slick and appealing package to amuse exploitation-film fans as well as contemporary filmgoers.

Grindhouse works well because it is a package, but I don't think the two features would succeed as individual films. Separate them and insert the missing-reel footage to make them full features, and you have a plotless wonder with some good car chases (Death Proof), and a direct-to-DVD cheesy B-movie (Planet Terror). I've heard that Death Proof had subplots that were cut for Grindhouse, so perhaps an expanded version would be entirely different -- however, the features as I saw them felt like novelty items and didn't rank as either director's best work. I would disagree with The Weinstein Company's attempts to separate the films for overseas distribution, and I wonder what Cannes would think of a standalone Death Proof. Ideally, I wish the features had been cut down to 60 minutes each, especially Death Proof, with perhaps "the only remaining footage" from Werewolf Women of the SS inserted between the two films. It wouldn't be nearly as profitable an endeavor, but it could have been even more fun ... and more grindhouse.