Second blocking pass "make 'em weep, Ann"

Here is the second blocking pass that I am sharing for any critique you have. I appreciated all the emails I got on the first pass, and they were enormously helpful! I incorporated suggestions for some poses, pushing for emotional clarity, and worked on refining the timing, spacing and adding breakdowns. I have more to do here, but I think I am close to moving into spline. And I can't wait to put in the lipsync and work on the facial animation!

By the way, I hit a technical limitation with my equipment that has made this shot my Rock of Sisyphus over the last two weeks. The shot is gobbling up all my RAM, and I've been crashing constantly with memory exceptions and runtime errors after spending even a little time on the shot. I believe this is due to the wrap deformers that both characters use, and I have now learned to employ routines like swapping out unwrapped references, and that has helped alot. But I need to tweak shirt lines and belt orientation as I go, so I have to bring the hires wrapped versions back in every now and then. I'm learning how to dance near the edge of the cliff and save before the crashes. When I have the performances where I want them, I can break out the characters into two separate shots, and that will get me to the finish line. Anyway, here's my second blocking pass:

Blocked, and ready for crit...

Here's a shot that I've been working on through the summer, when not engaged in my day job or a little thing called SIGGRAPH 2012, and I now have some time to push it to the next phase. I would benefit very much from fresh eyes, so if you have any critique on how I might plus this before going into spline, please share your thoughts!

<-- Click on pic to view Quicktime







p.s. for my non-animator friends not versed in 3D shot development, I realize I am talking in a foreign language when I say "plus this before going into spline" lol! So, really, just let me know if the rough blocking looks good to you, or if you think something is missing in the action. Note that this phase does not yet have full facial expressions, lipsync, or smoothed motion. :)