A large part of the appeal of the 300 films is spectacularly basic. Modeled on the comics authored by Frank Miller, they are visually arresting. The bold color scheme -- the contrast of bright blues, splurting reds and sparkling golds on midnight black and translucent beige -- paired with extravagant violence and gore and dizzying stop-start action sequences can make up for deep flaws.

But the success of 2007's original was not entirely based on the glorious eyecandy it offered moviegoers. Punchline though they have become, King Leonidas and his 300 Spartans defending the whole of Greece against a force orders of magnitude larger gave us a window in to a totally foreign mentality and value structure. There's nothing particularly complex about their moral code -- one which stresses martial prowess above all else -- but its clarity and rigidity makes it quite something to behold and ponder.

I don't want to make too much of this. There's no significant depth here -- no nuance or historical insight. There's just enough to make 300 something more than the flashy intro to a video game. I know this because its kind-of sequel, 300: Rise of an Empire, is so sorely lacking in this department.

Most of Rise of an Empire is set concurrently and immediately following its predecessor, setting the Persian Empire's interest in Greece and Sparta's relationship to other Greek city states in a broader context. That notion alone ought to raise red flags. The 300 universe is so built on that foundation of clattering swords and splurting blood that it is ill equipped to try and tell even a fictionalized version of history, much less introduce characters like Themistocles (Sullivan Stapleton), the Athenian warrior orchestrating a threadbare naval defense of Greece, or Artemisia (Eva Green), the Greek native who has turned on her homeland and leads Persia's massive fleet. It can't even give King Xerxes (Rodrigo Santoro) a backstory worth caring about, though that certainly doesn't stop director Noam Murro and writers Zack Snyder and Kurt Johnstad from trying.

In short, Rise of an Empire forces itself to explain far too much -- to lay bare the motivations of two main characters who do not possess the binary worldview of King Leonidas -- and it does so incoherently.

Themistocles is a Greek nationalist, a wily military leader who slayed Xerxes' father King Darius a decade prior, who is paradoxically committed to the notion of Athenian democracy -- a notion that is most often represented as "durHURRR freeDOMS" -- but also has the bellicose impatience of a dictator. He spends the bulk of the film matching wits with Artemisia, the apparently fierce and trusted leader of the Persian navy -- a smoldering warrior who manages to spend most of her time letting her underlings screw up their massive numerical advantage and then slaughtering them for their failures.

Oh, poor Eva Green.

No one seems to have any idea what to do with her character, probably because injecting a woman in to this absurdly macho world is a challenge far beyond the capabilities of Murro and Snyder, the latter of whom has struggled with female characters in seemingly every one of his films. Artemisia is hellbent on bringing Greece to its knees because her entire family was massacred by Greek hoplites and she was turned in to a sexual ragdoll by her enslavers at an alarmingly young age. It's odd that she would blame an entire nation for the unspeakable sins of a few men, especially considering no one in Greece, except perhaps Themistocles, thinks of Greece as a single nation at all.

Truth be told, none of Artemisia's actions or motivations make much sense. She's ruthless, sex-crazed and unpredictable -- deferential to her lieutenants seemingly just so she can punish them for their incompetence at some point down the line. The 300 universe gains nothing by spending time on the Persians; they work better when they are a monolithic threat headed by a delusional madman like Xerxes. It also gains nothing from the addition of a female character like Artemisia, who behaves like one of the rabid male warriors, just with boobs. Simply having a female lead doesn't mean you won't still fail the Bechdel test spectacularly.

That failure is sadly just one of many. 300: Rise of an Empire seems to have ideas about what it wants to be -- goals it is attempting to accomplish -- but it has no idea how to deliver, perhaps because those ideas are a bit too grand to begin with.