The difference is I used flash on the second photo. I prefer it with out flash, as you can see the background better, and changes the mood of the photo, and you can see her freckles better! The flash also changed the shutter speed, to get a correct exposure.
Exif Photo One:
Camera: Nikon D40
Exposure: 0.001 sec (1/1250)
Aperture: f/5.6
Focal Length: 300 mm
ISO Speed: 800
Exposure Bias: 0 EV
Flash: No Flash
Exif Photo Two:
Camera: Nikon D40
Shutter Speed: 1/500
Aperture: f/5.6
Focal Length: 300 mm
ISO Speed: 800
Flash: Fired