Girl...

Okay so, I'm actually not used to writing crits, but I guess it's good practice for me and my eye too, so let's get it awn, sista.

Well, first off, I'm gonna cover the hair, cause from the comments, that seems to be the most evident problem, seeing how not much people couldn't get that laying down part. It's mostly because the way you drew her hair from the beginning is as if she was standing, and then added the floating-like locks all over the leaves. The locks around her hair aren't bad, maybe a little bit more curl and different directions wouldn't hurt, but! I think the main problem is the hair on her face and shoulders. When you lay down completely, all of your hair tends to go up or to the sides, but it hardly ever stays on your face the way it normally does. Take these pics for example: [link] [link]
From what I've seen in your gallery, you don't seem afraid of looking at how real anatomy works, which is great! And well, even hair has anatomy for it (it can be a bitch to draw, no doubt about that). You should check more into how hair moves from the point it pops out of the head. Take a look into the second picture I linked, for example, and you'll see what I'm talking about. Hair gets pulled down by gravity from those points, so when you lay down, your whole face gets discovered because hair gets pulled back, and this girl's hair, being long, would be pulled back a lot too! That's the main problem with the hair, I think.

Well, now, for the colors. It's pretty bold of you trying a more realistic approach with no lineart and all, it reminds me of when I used to do the same thing when I was 14, hehe. My first advice as a colorist would be not to use the smudge tool, though. It can be very useful, no doubt about that, but it can also make some things look a bit off. In here, for example, sometimes it looks like she has folds on her skin, and I don't think you meant to have that texture in there. Maybe you should try cell-shading first, just to give you a much better understanding of how lighting and shadows work. I'm not saying you should make that your style, but cell shading can work very well for that purpose. Choose your light source point, and then draw blocks of shadows on the parts of your picture that don't get hit by light. After that, you can start giving the lights and shadows with whatever final look you wish the piece to have! I know it was just a sketch for fun, but that doesn't mean learning can't be fun either. :'D I'm sure I don't have to tell you that, though.

Um, okay, one last thing: I know it seems very convenient at first, but I really wouldn't recommend using the special default brushes in photoshop in such a huge manner. I'm talking about the leaf brush. It can add good details sometimes, in rather hidden ways, but when you use it in such a huge element like you did here, it actually ends up looking like something completely different. It took me a while to realize they were leaves on the ground. I know it can be a pain, but drawing the stuff yourself can be quite enlightening, believe me. I used to do the same thing, but being honest, that doesn't help at all in the long term.

Oh, and the final last thing (oops), maybe you intended it that way, but... shouldn't she have eyebrows? <img src="e.deviantart.net/emoticons/r/r…" width="15" height="15" alt="" title=" (Razz)" />.

Well, I hope this bible text is helpful for you, and I'm glad to see young artists having this critique-open attitude. I'm actually not used to that at all, so kudos for that, and remember that it never hurts to use references, you can't draw something correctly when you haven't analyzed how it looks in the real world C:

Keep at it! *h5*