Hrm.. I had a look at both versions, and admittingly I prefer this one. I'm not gonna bother commenting on the other one (no offense, sorry if that sounds rude), so I'll just explain my thoughts entirely here, in regards to both pieces.

Version two (this one) I feel is superior, because the only difference I saw between versions one and two was the woman's hair colour. The hair colour in version one looks nice but, this version (with the darker, more black and blue-ish kinda hair) looks better. It suits the piece and overall theme much better, really elaborates on the whole "dark and gloomy" element (which, I know that it wasn't supposed to be such a thing in the first place).

I think the background is good enough as it is, but if you want to add onto it you probably good. I personally think the background should remain as dark as it is, it reminds me very much of the curtains of a stage play, with dimmed lights behind the said curtains and whatnot (a stage play of course, considering the woman is holding onto one of those stereotypical performance masks). In regards to adding.. I do have an idea.

The idea could be that behind her are those transparent curtains, while behind those curtains, is an audience. The audience is awaiting her arrival on stage, and she is standing behind the curtains, merely staring at her performance mask, hesitant to slide the mask over her face, to conceal her sadness. I think that would be pretty cool, and it would also give the piece some more meaning and whatnot. Many people could in some way relate to this, after all, it's very easy to put on a "happy face" to cover up a lie.

I have to admit that maybe the lips on both the woman and the mask she holds in her hand could use a little bit of work. Personally I think her lips are a bit too big, and I dunno why, but I just feel that her lips, and the lips of the mask, don't really suit the faces. I think it would probably look better if the lips were smaller like, the same width it would be okay but the lips should probably be thinner (in particular, the top lip).

Should the piece remain how it is, or should you continue to work on it, I think in the end whatever you do it'll be fine. This piece is really good and it has a lot of emotion and meaning behind it. Personally I think it's dodgy when artists try and do "meaningful art" without actually trying to put effort into their artwork (it's as if they try and get away with it by pure meaning/message alone), but with this latest piece of yours I can clearly see the amount of effort and work you have put into it.

Sorry for the long comment. But you asked for critique, and hopefully whatever I've said may help.

Fantastic work.

--
"Caress the one, the never fading rain in your heart, the tears of snow white sorrow, caress the one, the hiding amaranth, in the land of daybreak!"

-Nightwish, Amaranth

I say this one because it just looks right

cool

thanks creeg, maybe ill try different versions of lips.. so you dont think angelina jolie lips work for her eh? jk lol

Angelina Jolie is overrated. >_>

--
"Caress the one, the never fading rain in your heart, the tears of snow white sorrow, caress the one, the hiding amaranth, in the land of daybreak!"

-Nightwish, Amaranth

Agreed

This is the better one of the two, and I agree with Craig's suggestion for a background. Regardless, it's a very powerful piece -it really does say a thousand words.

A beautiful tragedy.

--
"The day after tommorow is the first day of the rest of your life." -That way, you've always got a couple of days in hand. (Bill Bailey)