actually it is a lot better, you added some lighting which makes it much more interesting, plus it doesnt look as flat! of course, you could work some more with the clouds though. look at how your favorite artists paint clouds for instance, or use real life references...
the skin is a nice palette, kinda amaretti-ish. you could move the shade below his lower lip a bit further down, otherwise his chin looks huge... ^^; also, i'd like to see you paint in his upper lip too. again, use references if you are unsure of how to do it... well, i never use references (which i should), so im not really one to talk... ^^;;
edit: perhaps you could make the line making his mouth a little thinner as well, it would make his expression less odd i think...
