i can see a lot of good elements that don't quite fit together. i like the ground, perhaps with a bit more bumpiness. i like the textures overall, but i think they should be influenced by altitude a bit. the water is fine, but some ambience could be taken away. it attracts the eye too much. as well, for the sky, for so much good work you've put on the ground, it seems like you haven't given much effort to it. what else... oh yeah, the other cloud plane, the one that's supposed to be fog, it's rather fake in my eyes and should be switched with an actual fog layer, preferably something that can maintain the quality of the ground texture :) all in all i'd say it's a decent composition with some very good elements in it. it's just a matter of fiddling with a few details. cheers! drac