Digital Painting: Project 2 WIP

I'm using this sketch that I've always liked and even completed a finished drawing on it however there was something always bothering me about it and could never put my finger on it.  My instructor gave me her perspective on it and asked if I wanted a paint-over and this is what she gave me.  This gave me a whole new appreciation for her because as a teacher she really sucks but she's a damn good illustrator who writes for ImagineFX Magazine.

          Original                                Paint Over