Spoilers! Classic 70's sex trash! The Swedish gal (Helga) was what made this movie so great. She was beautiful, but what really got to me was how sexual she was. She exuded massive quantities of sexuality throughout the film. Her best scenes were when she was, er, stimulating herself. Whenever she was on screen, I became transfixed.
Also, the Doctor Julia (sister of the dimwitted male focus of the film) was very interesting visually. Although most 12 year old girls have bigger breasts than Julia, she knew how to use what little she had and her scenes (especially the scenes with the silk blouse and black skirt) also grabbed my attention unmercilessly. You also got to love the major hoaky scene where the bats stripped her nekkid; I don't know if I've ever seen anything more ludicrous yet sexy at the same time. Classic stuff!

There's no denying the first Azumi film was a commercial product; it was an adaptation of a popular manga and had cast of young, attractive actors and certainly wasn't lacking in the budget department. Yet it more than entertained for what it was, and I can't deny I enjoyed it immensely.
"Azumi 2" lacks just about everything that made the original so wonderful. The first thing that should set alarm bells ringing is the absence of the superb Ryuhei Kitamura at the helm. With him, he seemed to take not only his own visual flair and kinetics, but the originals style, beauty and most importantly, its heart. While the first had a simple "hitlist" plot, this one has a corkscrew mess of a story, with too many dull characters stabbing each other in the back so many times the potential for any sympathy or pathos is obliterated. Gone is the effective interplay between the lead characters; Azumi and her cohorts are often reduced to a bunch of stroppy teenagers arguing in a forest. Characterisation is non existent; if anyone watching actually cares who lives and who dies, I'll be shocked. The same applies to the villains here. The final battle - in fact all the battles - are completely devoid of any sort of tension. The fact that they are poorly choreographed and abysmally directed - not to mention few and far between - is made a sideline by their own sheer pointlessness. The villains themselves try far too hard to be campy, and even if they were all combined, they don't come within a country mile of the Pete Burnsian antics of Jo Odagiri in the original.
####Major Spoiler at end of paragraph!#####
Aya Ueto tries her best it has to be said, and she also managed to keep her hair in good condition between the films. Azumi is now a fully fledged assassin, meaning she can wave her sword around in slow motion; unfortunately, now the character is instilled with a sort of Man With No Name style mysteriousness, Ueto's model looks become even more inappropriate. I know this is supposed to be the point, but this combined with the ineffectiveness of everyone else in the film, the stupidity of the plot and the general ineptness of the film in general means it is downright impossible to get behind her character this time around. The less said about Chiaki "Remember me from Kill Bill" Kuriyama's performance the better; it suffices to say her "turn" from good to evil is about as subtle as napalm.
Overall, this was just a colossal disappointment. Any merits is does have were done ten times better in the first film. A lazy, unsatisfying - and generally downright boring - mess.