Back in 2005, when comic book legend Frank Miller joined forces with renegade indie filmmaker Robert Rodriguez to bring Miller’s sleazy, hyper-stylized, ultraviolent tribute to ’40s pulp detective thrillers Sin City to the big screen, it seemed the stars aligned quite nicely on that project, resulting in a swirling monochromatic blend of classic noir atmosphere, grindhouse-style exploitation and state-of-the-art digital magic. It was the right combination at the right time, and its success was well-earned. While a return to the rain-slicked perpetual night of Basin City was a foregone conclusion, it’s amazing it took nearly a decade for Miller and Rodriguez to revisit that world… but they finally did, delving again into Miller’s comic source material for a new set of interlocking stories – most of which actually take place prior to the events of the first film.

Where the original Sin City dove headlong in to surreal, twisted and often horrifying fantasy (living severed heads, monstrous mutants, a cannibal serial killer), A Dame to Kill For plays its cards a bit closer to the chest, adhering more to the long-established tropes of the hard-boiled ’40s detective novels and classic films which inspired Miller’s comic series in the the first place, with much less emphasis on outlandish, horror-tinged scenarios. That might seem like a fair choice (though perhaps a let-down for horror fans), but in the long run this approach actually works against the film, leaving it in often tedious limbo between over-the-top comic fantasy and gritty, old-school film noir, sampling heavily from both but not fully committed to either.

Thankfully, the wild, anarchic sense of fun is mostly intact, thanks in large part to the strength of the actors involved. Seeing many of the original characters return to the fold is a definite plus: Mickey Rourke’s hulking, wise-ass bruiser Marv is always a blast, dominating as thoroughly as he did in the first film (and rightly so); Jessica Alba returns as whip-cracking exotic dancer Nancy, now tormented by the loss of Bruce Willis’ grizzled cop John Hartigan, the only man she ever loved (the fact that he blew his brains out in the last film doesn’t mean he can’t watch over her). Rosario Dawson’s tough-as-nails Gail gets an awesome entrance, flanked by her all-female crew of Old Town assassins, but much like Alba, she doesn’t ultimately have much to do apart from briefly assisting Brolin. In fact, many of the principals are a bit underused, lost amid a rambling collection of missed opportunities.

Among the new talent on display is rock-jawed Josh Brolin, taking over the role of Dwight from Clive Owen for the film’s central tale, which precedes the events of the first film and follows Dwight’s doomed relationship with impossibly seductive femme fatale Ava Lord – the titular Dame – played with spooky, green-eyed, serpentine grace by the frequently naked Eva Green, turning in one of the film’s most outlandishly memorable performances. While the change in Dwight’s looks is explained reasonably well, and Brolin is compelling (as always) in the role, his personality has clearly shifted from super-suave antihero to a coarse, overwrought private-eye type who delivers the film’s most cringe-inducing, clichéd noir lines. Oh sure, I know Miller’s playing with the formula, and often in a satirical way, but some of Dwight’s Mickey Spillane-on-acid narration in this segment verges from hard-boiled into waaay overcooked, provoking the kind of groans usually reserved for truly awful puns. Joseph Gordon-Levitt brings his usual boyish charm as Johnny – a cocky, nearly infallible young gambler who pits his skills against Basin City’s puppet master, Senator Roark (the awesome Powers Boothe, once again devouring virtually every scene he’s in), who redefines the term “sore loser” in one of the film’s most brutal moments.

I would have enjoyed more screen time from any of these players, but the often truncated plot lines occasionally sabotage their potential. Loose ends go flopping in all directions – so many, in fact, that I suspect eleventh-hour cuts might have laid waste to large chunks of each story. For example, we’re clearly shown Johnny on a collision course of vengeance against the Senator (tempered by a shocking secret they share), but this thread is resolved too abruptly to carry enough dramatic weight. Alba’s Nancy is also driven by revenge, turned half-mad by hatred toward the Senator – whom, along with his late son Junior (a.k.a. “Yellow Bastard”), she blames for Hartigan’s suicide in the first film – and each time we see her she’s one step closer to exacting poetic justice… but when the moment of truth arrives, it’s a case of too little, too late.

Rounding out the ensemble is Dennis Haysbert (taking over for Michael Clarke Duncan, who sadly died in 2012), all smooth menace as Ava’s unstoppable bodyguard Manute – though I would have liked to see more of his titanic clashes with Marv, the only man who can equal him in hand-to-hand combat. We even get a creepy cameo from veteran actor Stacy Keach – albeit smothered in a grotesque fat-suit – but his inferred connection to Roarke begins and ends there. (Speaking of cameos: be on the lookout for a certain Ms. Gaga as a  hash-slinger with a heart of gold, and the co-directors as drunken characters on a cheesy TV show.)

The stylish action comes as fast and crazed as Sin City fans have come to expect (heads and limbs go flying at every opportunity; one multiple decapitation got a round of applause from the audience), and the filmmakers utilize the same mad technical and artistic skills to bring lusty life to Miller’s panels – all inky black night and cut-out white silhouettes spattered with primary-color highlights (red cars, gold coins, a devilish blue dress, and buckets of blood in various hues). But ultimately A Dame to Kill For comes off as more of an interesting companion piece to the original film than a tale strong enough to stand tall on its own. Come to think of it, I’d actually like to see the two cut together into a single epic, while shifting some of the storylines around for continuity – similar to Coppola’s re-cut of the first two Godfather films – with some of the apparently missing plot threads restored. Now that would be a flick to kill for.