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Kill Bill -- Vol. 2

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During the movie's early development, Warren Beatty was actually attached to the part. But after nearly two years on the project, Beatty decided to walk, reportedly put off by the growing time commitment needed. Carradine stepped in. ''It was Warren who said, 'Why don't you hire David?''' Carradine says. ''Because Quentin just kept talking about me all the time, and Warren just got sick of it.''

Carradine says that once on board, he worked his mojo over more than just his character. ''[Quentin] was being affected by a lot of people on all sides, [and Kill Bill] could have turned into a Matrix kind of movie,'' he says. ''I told him, 'Look, Quentin, we don't go to your movies because of the action. We go because of the insight you have into these action characters. It's not the violence — it's the way the violent people talk to each other.'''

Carradine, the son of legendary character actor John Carradine, always seemed perversely resistant to the standard Hollywood career playbook. In the early '70s, he had small roles in Martin Scorsese's Mean Streets and Robert Altman's The Long Goodbye. Then, in 1975, after three seasons on Kung Fu, he walked away, and tried to kill the image of Caine by starring in the goofy Roger Corman sci-fi car-racing flick Death Race 2000. With his understated performance as Woody Guthrie in the 1976 Best Picture-nominated Bound for Glory, Carradine finally grabbed a toehold on the A list, only to slip off with a piece of drive-in dross called Cannonball. ''I mean, I look back on my career and my life,'' says Carradine, ''and it seems...'' He stares into space, searching for the right word. ''Arbitrary.''

''David follows his own drummer,'' says Corman, who's made numerous films with Carradine. ''He's a brilliant actor, but he's an individualist. He lives his life away from Hollywood and stays true to his own philosophy.''

Even as his Kung Fu fame was cresting, Carradine's work was being overshadowed by his growing reputation around town as the most gonzo actor this side of Dennis Hopper — a reputation cemented in many people's minds, according to his autobiography, after an incident in the mid-1970s in which he vandalized a neighbor's house in the nude while tripping on peyote. Psychedelic experimentation was nothing unusual in Hollywood at the time, Carradine says. ''But I'm incapable of keeping my mouth shut, so I became the only big-time actor who was not living in a closet. That offended the studio moguls — and I suppose I'm probably deliberately offensive to the studio moguls.''

In Carradine's mind, he's always been a lone wolf in an industry run by sheep with corporate credit cards. ''I'm like a renegade...and that rubs people wrong,'' he says. ''If I wasn't that kind of a person, I wouldn't be sitting here talking to you about Quentin Tarantino's masterpiece that I dominate. I don't think Quentin would want to talk to me. And I think it's more valuable to be able to talk to Quentin than to be on the A list of some graduate of Harvard Business School who's running a studio.''