Writer-director John McNaughton (Wild Things) got off to a helluva start with Henry: Portrait of a Serial Killer, a joyless slice of psycho life. Inspired loosely by the bloody exploits of real-life lowlife Henry Lee Lucas (at the time, the confessed killer of hundreds of people; today, he's on death row in Texas and claims he made most of it up), scripted by McNaughton and theatre-trained Richard Fire, and produced by MPI, a Chicago-based video company looking for cheap and profitable product, Henry's unrelentingly grim portrait of a remorseless killer got it slapped with an X rating by the MPAA, even though its violence-disturbing though it is-was far less extreme than that of many movies awarded a less censorious R rating. Because Henry got its X around the same time as Pedro Almodovar's Tie Me Up! Tie Me Down!, Zalman King's Wild Orchid and the Sandra Bernhard concert feature Without You, I'm Nothing got theirs (a more disparate bunch of pictures you could hardly imagine), the little horror show from Chicago found itself all over the news as part of the debate about the MPAA rating system that eventually led to the creation of the NC-17 rating.

Chuck Parello's Henry: Portrait of a Serial Killer 2 will get no such ballyhoo, but it's a genuinely creepy and entirely worthy follow-up to McNaughton's film. Henry 2 picks up where Henry left off: The sociopathic Henry (Neil Giuntoli) is adrift, spending his nights in a casually brutal men's shelter and wandering the streets by day. He strays into the parking lot of a Port-o-John business, and finds himself a job delivering and servicing portable toilets; 'Shitty job,' a passing smart-aleck quips, and there's no disagreeing with him. Henry is befriended by married co-workers Kai and Cricket (Rick Komenich and Kate Walsh), who offer to let Henry rent their spare room until he gets on his feet.

Henry soon discovers that Kai is an arsonist and Rooter (Daniel Allar), their boss at the Port-o-John joint, does a sideline in helping out larcenous landlords by arranging to have their unwanted properties burned to the ground. Henry and Kai start doing jobs together, and Henry initiates Kai into the business of casual murder. Henry's presence also causes trouble on the domestic front: Cricket's decidedly unbalanced niece Louisa (Carri Levinson)-who's tormented by visions of mother, a junkie who abandoned her, covered with worms-falls desperately in love with Henry, and becomes convinced that she's competing with Cricket for his affections. Even without having seen the first film, in which an unfortunate named Becky made a similar mistake and paid dearly for it, you can't help but know that no good will come of this.

Parello helped promote the first Henry when he worked as MPI's publicity director, and later ran McNaughton's production and development company. In Henry 2, he strikes a careful balance between paying homage to the first film and making the material his own. He worked with Henry's composer, production designer and costumer; even Neil Giuntoli, Michael Rooker's successor in the title role, worked with McNaughton on The Borrower. And Parello, who both wrote and directed, opens the film with a grisly montage that echoes the opening of the first film: It's an anonymous parade of Henry's victims, who bear mute witness to his remorseless savagery before we're ever introduced to the man himself. But Parello takes Henry in a slightly different direction: In the first film, he's teamed with another killer as monstrous as himself. Parello plays up the 'mask of sanity' that lets Henry insinuate himself into the superficially decent Kai's confidence, without ever letting the viewer forget what lies under it.

Parello also paints a bleakly unnerving picture of rough-and-tumble blue-collar despair at the point where it shades into criminality: Rooter arranges insurance scams and gets his laughs spiking drinks with LSD. It only takes a small push to send Cricket into a foul-mouthed paroxysm of fury, and the sight of Kai bloodied and bruised sets off a complicated but unsurprised flurry of erotic and maternal responses: She doesn't even bother to ask what happened. Louisa is just plain crazy, and Kai torches buildings but thinks he draws the line at murder. They're all embittered, resentful outsiders, hanging onto the fringes of mainstream life, and Henry's the catalyst who shows them whether their hidden faces are those of wolves or lambs. Gorehounds will get exactly the same surprise from Henry 2 that they got from Henry: Portrait of a Serial Killer. For all the dismemberments, stabbings and screwdrivers up the nose, Henry 2 isn't a celebration of aestheticized violence. It's a morose portrait of lives on the edge, and what happens when they drop off.

--Maitland McDonagh