GRINDHOUSE is was like watching a double feature made by a bunch of your friends. Most will identify with and laugh out loud at the coming attractions, the local commercials, the X-rating intro, and the general '70s look and feel. They captured it perfectly.

PLANET TERROR is a ridiculous laugh fest -- think Romero on steroids while dropping acid -- with over the top performances by Josh Brolin, Marley Shelton, Freddy Rodriguez, Naveen Andrews, and Michael Biehn. Rose was Rose, looking incredibly and doing what she does best -- that sarcastic, sharp witted delivery. Bruce was Bruce, with very little screen time. And Quentin was Quentin, lecherous as always. Even though the setups are ludicrous, each of the actors took their roles extremely seriously, which is what sold the performances. However, it did run long and the grindhouse effect became tiresome after the first five minutes. Visually impressive, but not Robert's best work by any means.

DEATH PROOF (or Thunderball as the original card showed before it was replaced on screen) is a different beast. A true '70s, gearhead actioner, with very disturbing undertones. Kurt Russell starts off with his best Jack Burton shtick but turns a dark corner once he takes Rose McGowan "for a ride." The film is done in two segments and I'm still trying to determine if it was a flash-forward or a flashback. The first is downright icky (like you need a shower after it's over), and the second is all girls with Tracie Thoms (Wonderfalls, Rent), Rosari Dawson (Clerks 2, Rent), and real life stunt woman extraordinaire Zoe Bell busting their chops to pull off three exceptional performances. Quentin makes yet another appearance as the tavern owner and Eli Roth is hilarious as the young guy trying his damndest to get into his girlfriend's pants. Where Robert took his film over the top, Quentin kept it real, which is what makes it unnerving.

The two films are tied together, with DEATH PROOF being the prequel to PLANET TERROR, but the only characters who make appearances in both are Earl McGraw (Michael Parks), his son Edgar (James Parks), -- both carryovers from the pair's early collaborations FROM DUSK TIL DAWN and KILL BILL -- and his daughter Dr. Dakota Block (Marley Shelton). But I'm sure there are plenty more nods to previous films that went over my head.

GRINDHOUSE is a film many will see but few will appreciate. It wasn't made for the movie-going masses. This is Quentin, Robert, and their friends having a blast and getting paid for it. Those who get that, will enjoy the ride. Everyone else should save their money.