The eavesdropping guy looks like he's in mid step to me. I didn't realize he
was eavesdropping until I considered the title. I might have found him more
interesting if his hands were in different positions, maybe something that
makes him look nervous or cautious.

The rest of the scene is great; definitely work with the AA until you
eliminate all of the thin line artifacts because those can really hurt a
scene IMO. I think the ship texture has a lot of small details which aren't
very visible, and unfortunately it ends up looking like a flat brown color,
especially in the ambient lighting.

Finally, consider varying the color of some of the foreground elements.

 - Slime
 [ http://www.slimeland.com/ ]

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