Well the second pic looks better than the 1st. Even still it isn't all coming together right. Not being mean just honest. When I look at your drawing #2 Ric, this is what I see.
-The legs their postioning and size look good. Could use some tapering and thinning of the ankle.
-The head looks alright. But the lower part of the face and chin need to be cleaner (especially "her" left cheek), get rid of the smudge (on her right cheek) it's not giving it a good cheekbone effect and looks misplaced. I think the face could be a bit wider, more heart-shaped, and more expression to the mouth, given the pose.
-The neck is too wide and too long for her. To masculine like Conan's neck.
-The upper torso: This is what throws the whole drawing off. Not a bad attempt, but honestly redo it. Get some lines and dots down for the shoulder points. Everything is scrunched in at the shoulders, as if she is in serious pain.
I like "her" left arm, but not how it connects to the upper torso and shoulder. Kind of jammed up a bit.
Her right arm needs to be redone completely. From the shoulder to the hands. In comparison to the left arm, that hand should not be so big. It would be back further, reducing it's size. The length and everything is off compared to "her" left arm, in which you got the foreshortening technique down pretty good.
-The sword angle is off, she could not be holding it in her hand at that angle. From the arm, and the angle is what gives the sword no depth. It should be back further than her face the way you have it drawn, but it doesn't appear that way.
-Her chest and waste/stomach doesn't match the rest of the proportions. The breasts are off, too far out, and not a great shape under the clothing. This stems from the shoulder postioning, the neck.
-Finally think about the light source position when you are drawing. Draw arrows outside your drawing to keep yourself focused on that. Is it in front above your character? to the right to the left? directly above? Your shading on the face, compared to the arms is off. The torso also is higlighted incorrect.
Don't use the smudge tool so much, until everything is fine tuned.