Oooo scary. I like the differnt tones you've used here. Very nice and interesting idea - I dunno why this is so freaky tho - maybe it's cause it reminds me of a nightmare... hummm
This is really well illustrated. The shading is excellent, as are the facial expressions. It sort of reminds me of ghosts or spirits, but I think that's mainly because of the spooky, (seemingly) endless background.