Awesome job man. There's a few moments when the movements aren't that believable, but I have the same problems... its just something that gets better with experience. I like atmosphere and the style. Your foliage was really nice and fit it quite well. I really like your solution for grass.
My one issue with this is the character bodies - their heads are smoothed, but the bodies are still low poly. There needs to be some consistency, either smooth the bodies, or have low poly heads. Not sure if this was intended, but it just stuck out like a soar thumb to me.
I'm glad to see another 3d piece up.. Cant wait for newgrounds to be a more open portal for this kind of stuff.
Also, to the guy complaining about file size... you obviously know nothing. 130mb for him to still keep this quality and HD size is great. This is a different medium than swf..