Overall, this is excellently executed. I'd have to agree with ~NintendoTechGuy, though, and I would change the direction of the swirling eyes. Typically, when something's swirling, it's swirling toward the middle, as that's where things are being pulled to. Think of it like a whirlpool. If you're sitting on the outer edge of the whirlpool, you'll get pulled in to the middle, right?
Other than that, I really love it! The shading is great, the animation is fantastic... It's really good!
Very nice work on the stars. The simple shading is a plus too. Only thing I would change is the motion of the dizzy eyes. It would look a lot smoother if they rotated in the direction of the swirl (i.e., clockwise instead of counterclockwise)...if that makes any sense. Still, awesome job.
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