Be that as it may, the filmmakers have put two flicks together, with fake movie trailers sandwiched between. The idea is clever, but the film is uneven -- and the "trailers" are even worse.

Tarantino's contribution is Death Proof, in which a psycho named Stuntman Mike (Kurt Russell) stalks and kills beautiful women with his car. In Rodriguez's Planet Terror a small-town sheriffs' department has to deal with an outbreak of murderous, infected people turned zombies. He's helped by gun-legged woman named Cherry (Rose McGowan) and her martial arts-wielding partner (Freddy Rodriguez) take on the zombie army.

Death Proof is the best of the two. The acting is good, there's actually a bit of character development, and Tarantino serves up some clever dialog (as always) in the set-up scenes. Plus, the car chases and crashes are spectacular. On the other hand, the long, rambling razor-sharp conversations won't have been found in a "real" B movie, which would cut to the sex and violence much more quickly. But once we get to the "action," it's appallingly violent and intense.

On the other hand, Planet Terror is filled with one-dimensional characters, bad acting and over-the-top gore. Was Rodriguez trying to make a movie as bad as those he fondly remembers? Or was he trying to make a good movie that summons the spirit of bad movies? My head hurts. On the other hand, Cherry's machine-gun outfitted leg is pretty cool.

Both films cleverly have a built-in sound of projector noise and terrible scratches on the print, as real "grindhouse" films would have done. There are also "missing reels," and the soundtrack is filled with great tunes.

However, the eight-minute "intermission" serves up trailers for Werewolf Women of the SS,, Don't and Thanksgiving, which serve up scenes of oral sex, decapitations, and babies being eaten. And that's the whole problem with Grindhouse. Whatever Tarantino and Rodriguez's intentions, the film (films?) is/are sadistic, filled with sex, nudity, profanity and buckles of blood. And that's the point: there is no point. Grindhouse is hyper, juiced-up junk made by talented people who left their good taste at the door when making this.

Admittedly, there are times when you can't avert your eyes from certain scenes. But you may hate yourself in the morning.

Grindhouse is rated R for violence, gore, profanity, sex and nudity. Running time: 185 minutes. Macsimum rating: 5 out of 10. You can check out the films' trailers on the [url=http://www.apple.com/trailers/]QuickTime movie trailer site[/url].