The first thing one thinks upon watching Il Teatrino is: What on Earth happened? A direct sequel to 2003's superlative Gunslinger Girl, it looks shabby and inelegant and feels less cutting and complex. Where the original was a disquieting feast for the eyes, bursting with operatic energy and stark, violent beauty, Il Teatrino looks pretty much like any other anime—full of panned stills, simplified designs and bright, artificial settings. And where season one cut deep with heartbreaking attention to emotional detail and a deeply felt understanding of the tragedy of its premise, season two focuses on terrorist intrigue and treats the girls' relationships with their handlers less than critically.

So what happened? A lot. For one, the astronomical budget (¥13 million, or about $130K per episode) of the original came back down to Earth, taking its inevitable toll on the visuals. Which explains the panning stills and other short-cuts. But it doesn't explain everything. More important is the transfer of directing duties from underrated technician extraordinaire Morio Asaka to empty shirt Hiroshi Ishiodori. That Ishiodori can't frame powerful images and never pushes the action beyond the merely competent of course has an effect, but what really hurts is the loss of Asaka's insight, his ability to see and communicate subtleties of feeling and thought, to sink into viewers, like needles into flesh, the horrifying contradictions of the lives lived by the girls of the SWA.

Ishiodori attempts to tap into those same feelings, but he's hampered by Artland's simplified, shallowly attractive designs and his own pedestrian instincts. Under his tutelage Triela, Henrietta, Rico and the others come dangerously close to being the “cute girls with big guns” stereotypes that the first season so studiously avoided. No longer can you see the torture behind Rico's bright acceptance of her existence or the near-psychotic possessiveness behind Henrietta's devotion to Giuse. His troubling habit of taking things at face value, capturing only the surface, doesn't extend to the girls alone. He ends the series with an affirmation of their relationships that rather unpleasantly resembles an implicit approval of their situation. Not even Kou Ootani's score—his best in years; filled with a wealth of haunting piano, great theme songs, and even a wonderful reworking of “Scarborough Fair”—can make up for the layers of meaning and emotion that are lost.

The hell of it is that the strength of mangaka Yu Aida's writing is such that even the dull over-layer of Ishiodori's direction can't fully suppress it. He has such an embarrassment of lacerating, morally ambiguous riches to offer that they poke through in quantities large enough to shred most of the series' peers. Il Teatrino is, like its predecessor, a black work of fragmented morality, an ice-cold portrayal of love and affection deliberately turned to violent, destructive ends; made all the more unpleasant by its exploitation of young girls and their half-formed emotions. This season further complicates things by introducing Pinocchio, who functions as both foil and parallel, and Franco and Franca, who put an all-too-human face on the SWA's terrorist opponents. In Aida's world of muddied morality, terrorists rekindle their humanity while their pursuers slowly abandon it, motivations and methods are shared along both sides of the law, and bittersweet beauty is to be found in the love one can have for a partner who exploits it. That all of that can emerge from under Ishiodori's deadening hand is certainly reason to celebrate. That it has to is a goddamned shame.

Still, devolution from season one notwithstanding, Il Teatrino is a propulsive political thriller with an introspective bent and a lot of difficult, unanswered questions to ask—an unusually sympathetic tale of terrorism and counterterrorism that can find humanity in even the most inhuman acts. The action isn't close to the standard set by the first season, but Pinocchio gives the series an overall continuity that the original lacked, allowing it to build to a bone-crushing finale that overcomes its technical shortcomings with sheer gut-punch narrative force. And even if it isn't as complex or penetrating as Gunslinger Girl, when one of the girls looks up and sweetly agrees to commit some atrocity, it can still cut the heart right out of you.