I liked the way this came out. The original pencils are by my former schoolmate and current co-worker Matt Siditsky.
And the colors are by me. Done in Flash 8.
Really trying to take advantage of Flash's gradient tool to give BG's a somewhat sculpted, painted look. I used to hate the gradient tool as much as I hated using photoshop's lensflare, but in the right hands it can look pretty good I think. I'd like to take this a step further into Pshop and add some brush effects to give it a more "hand painted" look. But as it is, it's nice.