While I admire the way you've loosely created the background setting, Ron, I do feel it's unnecessarily light. It's full of midground and foreground values, so it fights with them for attention. Darkened overall, it would boost the brightness of the foreground values and strongly divide foreground from background.
It could be that you thought reserving your dark values for the foreground would draw attention to them? That works to some extent, but ultimately it's the lighter values that win and drag my eye backwards and deeper.
There are a couple of noticeable errors concerning the bears' feet. I think you noticed the claws on the foreground bear's left-hand foot, but omitted them on its right-hand foot. That's not a terrible omission, but the background bear has lost its front foot entirely. It appears to have become rock and its claws discarded. Does that matter? Possibly not - but it does tell me you were more engrossed in how to draw the bear at that point, than reproducing the bear itself.
Other than that.... more power to your pencil! Keep drawing and these minor problems will disappear one by one.
GRIZZLY BEAR #2
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Mike Sibley
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GRIZZLY BEAR #2
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