Turtle's head is way to small and that is one bf rat! Oh and there needs to be more color...
I agree with Scott. I don't understand what you are trying to tell me with this piece. You said you wanted to go for more of an illustration angle for this one but I think it's too ambitious at this point. I like the way you've started rendering his arm but I think it's too early to go into painting. You should spend some more time designing the guide; at the moment he is a bit plain and there are some anatomy issues. His right arm is much bigger than the other one. Fore-shorting is hard but compare the size of his biceps you'll see what I'm talking about. Overall I think you should just scrap the rat and background and focus on the character.
Keith has a good point, what is your story? Why is the turtle anthropomorphic and the rat naturalistic (apart from scale)? That's not a bad thing inherently but as it stands their relationship is ambiguous.
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