Alice in Wonderland Development

I have started working on my second Alice in Wonderland illustration, it is going to be the Hookah Smoking Caterpillar. In keeping with the theme of the Cheshire cat, I want to base the characters on british wildlife, not have a super cartoony design, i want the images to be quite creepy in fact. This particular caterpillar is based on the Puss Moth Caterpillar (image below). This caterpillar is interesting, and brightly coloured and lives in the southern half of the British Isles.

I am struggling with the composition because there is more going on in this image compared to the last one. The previous was simply a cat, and for this one there are additional elements such as the smoke, hookah and the placement of the character (not looking at the viewer)

I have included my development sketches, in the first draft I attempted to have the caterpillar facing the viewer more. Even though I really like the design of the face, I thought compositionally it would be more challenging to make the smoke look legible.

I opted for the profile image. I am really pleased with how the text came out, even though I had to make some adjustments, I am glad I did. The first text I did with shortened words to letters like "you" to "u" in keeping with the style of the Disney film. Altogether however, it read weirdly because I had spelled out the "who"