Attractive girl. Your art is coming along nicely. The only thing that stands out as awkward in form is her right arm (by that I mean her right arm :-) ). It is higher than in the reference. If you are going for a more seductive pose than the one in the photo (i.e. raising a shoulder), I would raise her left shoulder towards her face. That would be cuter. As far as it being improper use of a reference. It isn't. It is fine to recreate a reference in a different style (pixel art here) while sticking to the composition of the original. While EvilEye's "correct" use of a reference is cool, it is obviously not what you are going for, and what you are going for is perfectly legitimate (this is not an attack, just a different point of view, as I think EvilEye's point is valid and useful, though extreme). What would be cool to see in my opinion is a small-scale version of the image once you are through, maybe restricting yourself to a 40x50 (randomly chosen) sized canvas, or something like that. Just an idea.