i {heart} faces . . . constructive Friday

I'm just not please with this photo at all. Here is the SOOC (posted first) and my edited version (posted second). Thank you, i {heart} faces editors for your constructive feedback on this!

The photo was taken with f/3.5, 1/200, AWB, ISO 100

I used PhotoShop CS4 and my camera is a Canon EOS 50D

THANK YOU, THANK YOU, THANK YOU!