another colored pencil project

The May challenge for colored pencils came out on Wet Canvas and being the nut I am, I decided to give it a whirl, even though all the refernce photos this month are HARD!
So here is the one I picked to do:
Here’s lookin at you by Steve Mac
And here is my version
Not as dark as the original photo, but I actually drew this all by hand,,no tracing at all, yes, I did use a ruler and circular items in some spots...lol
So what do you think?