Awesome detail

And here was some nice detail on the spider and the on looker the spider seems cartoony maybe that's the intent so I would put some redish but maybe and some slings of web on the skin like it's ready to nest or something so more shading on the spider itself would be a solid move nice work though

~~THINGS TO IMPROVE ON~~
More shading and more props and detail surrounding the spider

~X~

That eye looks so out of place there! XD It's like a face from Parsyte, with things all in the wrong place like that... but maybe, it's not the same face? As for the mouth: nicely drawn, and that is one creepy motive.

-cd-