I took this photo last night and with the help of my girlfriend we went down to a busy intersection at 3rd ST promenade in Santa Monica CA. It was Saturday night and there where plenty of people walking by to add in the effect. I used a little Photoshop for the levels and cropping.
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Very interesting concept and photograph. Fits the challenge topic exceptionally well. Technical quality is OK and soft background works.
The guy above and to the left of her head is a distraction. Because he is holding something unidentifiable viewers are attracted away from your main subject to speculate what that might be. Plus he looks like he is sticking out of her head. It is hard to put a finger on it but your model's pose is a little off. Her facial expression is fine for your intent; I think her her posture is wrong. She is very attractive but her slump distracts from her beauty and the quality of this fine image.