[WIP] Help request for an RPG UI

[Twodimes]

I've been trying to draw an RPG scene I have in my head but I'm rather inexperienced when it comes to UI design. ^ This is all I got so far. I plan on putting the party member names in the space on the left but the problem isn't exactly the space. The UI doesn't feel...composed? It just look like boxes and stuff pasted onto a blank background. The icons and stuff look out of place I guess, like the whole thing doesn't really come together.

Any tips on how better to make a more composed UI? Maybe it has to do with shading? Or not enough detail or designs? I'm not really sure anymore. I'd like an outside perspective on this.  

(Sorry for the confusing terminology, I'm not exactly sure how to describe the problem. It just doesn't feel right.)

[MysteryMeat]

As a personal design choice I tend more towards minimalistic designs. The less buttons one needs to navigate the better.
The forum itself here is a great example of that concept, it's use of muted colors and simple buttons makes it much easier to navigate than the standard everything-is-text forum format.

As that applies to your UI, try to make it smaller unless it's an openable menu. Simple gauges for xp, health, etc and a lineup of button options. Try to reduce how much of the screen it takes up!
Conserve space, and try to keep things neat and organized.
(THAT SAID, The absolute worst thing to do with that though is to put everything into dropdown menus. Be wary! The less clicks the better.)