I really like the softer feel you've given it, and the background looks much better, but it looks a bit washed out now. I think darkening the darkest shades a bit and bringing back the pure white would help. You can use it for smaller highlights if you want his skin to look more gray. I think it would also look better if you try to space the colors more evenly within the ramps. Like the second brightest gray is closer to the brightest than the third brightest. More importantly, I think his eyes could still be further apart, and they look a bit flat now. Darken the sides a bit to make them look like they're covering something round. I think you still need a darker rim to suggest eyelashes, and the earlobe should line up with the nostrils. Other than that, I think it's a major improvement, especially with the less saturated red.
arachne, thanks a lot for the edit, the flaws didn't seem so bad when i submitted it, so i'm reworking it now, http://sj.arc-nova.org/p/ysee2.PNG when I'm done I'll update this.
I like the concept, and clowns have potential for being scary, but I think you need to get a bit more distance between the eyes and the eyebrows, and the size of the eyes could be adjusted a bit. Having a reference handy might help you with proportions and such. Also, I think you need a clearer line where the eyelashes are to make it clearer that he's closing his eyes. Right now, it's easy to mistake the tattoos for pupils, but maybe that was the intent? The nostrils need to be further apart, and the nose itself needs some work, too, I think. I gave him a less upturned nose, but that might not work as well, depending on what look you're going for. The ear needs to be lowered, and the jawline shouldn't slope inwards as much as it does from the ear. You could also add a hint of green to the grays to complement the red.
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