The background is very pretty. I like the combination of the pencils and picture. I'm not sure tho I understand why you chose to have a variation in lighting on the unused pencils. Having the yellow one at the bottom being the brightest seems out of place. 6
A very creative look at colored pencils - the image meets the subject matter dead on with subtle, yet detailed effect. A terrific demonstration of the creative process in meeting the challenge in a very unusual way. Should be a sure bet to win a ribbon or place high as a top twenty image. A couple of minor detail problems not worth mentioning because they don't appear until you really get a critical eye and examine the image closely. Well done.