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Palette very nicely put to use and I reaallly like that BG! very nice! 
ok,.. i dont know how it exactly looks in PAL... but yeah....
about the expression... just make him smile, maybe with blown up cheeks, also u could make him hold his stomach... its not so much of a redo...
heres an edit to give you an idea... i changed the blue ;)
onek:
agree with the sad expression of the bear. the bear should look overeaten, but in the end this concept did not work as i planned.
those color issues are related to the c64 visuals which cannot be shown on a pure pixel presentation without the pal and color domination effects on the real machine.
you are completely right with the color dark blue. it do not look very consistent here. though on the real c64 black is dominant to dark blue and blue pixels are understated and even look considerable darker in this combination.
using the color-fade-combination "black-brown-orange-lightred-lightgrey-yellow-white" for fullscreen provokes a visual feeling of flesh not depending the motive. those blue-ish colors in between reduce this kind of effects. those colors nearly disappear next to the colors yellow or white.
same thing about violet. violet and orange merge nearly complete if the combination is arranged but it helps in the same issue speaking of above. there is another issue about the color orange on some c64 series (on those machines orange has the same brightness as light red) and those violet pixels provoke a more fluid transition.
nice one ! good use of mcol mode, i rly like the bg...
i think u could get rid of that light blue cause its kinda distracting and not rly needed... the 5 (?) violett pixels arent rly necessary aswell... also what bugs me is the second light source... it sure creates that destinctive c64 feel but isnt really logical here since the comb would more likely reflect orange/red rather than blue... the blue feels somewhat cold and creepy .... also i would like to see the bear smile, he looks rly sad.. not very honeybear-like
i agree with oneks edit is cuter but i like it as it is. seems like the bear equivalent of a heroin junky more than overeating if that makes sense otherwise why does he look so sad. u could change the title to "bear junky". he probably pawned christopher robins tv and bought a walk in hive but now the buzz is gone :P all thats left is the bear essentials.