The exceedingly prolific Takashi Miike has more than made a name for himself with his freakier fare -- 'Audition', 'The Happiness of the Katakuris', 'Ichi the Killer' -- but you wouldn't know it from '13 Assassins', his surprisingly conventional remake of a 1963 Eiichi Kudo film and apparent tribute to Kurosawa's 'Seven Samurai' and the like.

There is one unnerving scene early on that fits right into the filmmaker's reputation, the sight of a limbless, tongueless woman writhing around as samurai Shinzaemon Shimada (Kôji Yakusho) is told of her torment at the hands of the ruthless Lord Naritsugu (Gorô Inagaki). It's a necessarily grotesque moment that finally convinces to Shinzaemon to enlist twelve other men to ambush and kill the Lord, and it singularly grounds an immensely rousing showdown in some very real pain and suffering.

It can be slow going in between those two moments, though, as Miike goes to great lengths introducing each last character and every last motivation. He adheres so tightly to established men-on-a-mission tropes that the first hour of '13 Assassins' comes dangerously close to feeling like a chore, as Shinzaemon rounds out his ranks and Lord Naritsugu commits evil deed after evil deed with no mercy and a smirk that won't quit. (Hey, if you were the Shogun's untouchable younger brother, you'd probably be smirking and slicing all the time too.)

The other men aren't especially well-defined: one's the nephew of our fearless leader, reluctant to adhere to the strict samurai code, while others are old comrades, eager to see action once more. The chief conflict resides between Shinzaemon and Naritsugu's equally stoic right-hand man, Hanbei (Masachika Ichimura), who believes in unwavering obedience above honor and justice -- a moral dilemma not often examined by classic samurai adventures that lends curious weight to the somewhat plodding proceedings. Lone comic relief arrives in the form of Koyata (Yûsuke Iseya), a bandit who thinks the entire samurai code is a joke but is always down for a fight.

Once that last scrappy member joins the group and leads them out of the lush Japanese forest, the crew sets out to transform a sleepy boarding town into a well-conceived death trap and the pace picks up. Even when greatly outnumbered by Naritsugu's bodyguards, these guys won't hesitate to take them down in ways too delightfully creative to give up here. As Shinazaemon insists (and I'm paraphrasing): "If you don't have a sword, use a stick! If you don't have a stick, use a stone! If you don't have a stone, use your fists and feet!" And then some.

If Miike revels in the violence here, it's with some relative restraint. Once countless blades and bombardments come into play, things turn inevitably crimson without becoming excessively gushy. Heads go up, blood rains down, and all the while, the director shoots and cuts his action with a certain grace that prevents the 40-minute-long massacre from becoming too monotonous. (Personal favorite: a tilted shot of a swordsman awaiting his next victim, framed against a creek that slowly begins to run red.)

It's a Takashi Miike movie for people who thought they didn't have the stomach for those, a handsomely mounted samurai adventure that rewards the patient viewer with a rock-'em-sock-'em finale worthy of a Saturday afternoon matinee, and as far as Closing Night Films go, '13 Assassins' ended Fantastic Fest 2010 on the right bloody note.