I think the shading in the branch gives it a nice cylindrical sense of volume. The pose is quite elegant.

her face is a bit too invisible, more shadows that the shapes come up.. otherwise nice, maybe a more detailed BG

I know that the background it is crapy but what can i do to fix it audie?

Um...Blend more colors in or draw some leaves back there.When you're filling in the backround don't be afraid to mess up what you've already drawn because you can always fix it and also remember that leaves don't aways look like you're looking straight at them but they fold and stuff.Hope that helps at all I'm not very good at giving advice.The tree branch looks cool.

Do you need any help using layers?