The lions eyes are really bothering me. They are the brightest hue/color in the piece, therefore much more noticeable in the fact that when the impact hits it's front paws, the eyes do a strange bounce, that looks unnatural. I'd suggest using less movement in the eyes, to make it look less random. Also, the mane to me doesn't seem to be giving the poofiness that most male lions have when they run. Maybe add 1 or 2 more brown hues to the mane to give it a little more realistic mane look, perhaps.
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The Scarecrow's still eyes make him kinda' creepy. Also, I'd consider choosing another color other than green for him, as I mistook him for a Leprechaun at first, heh.