First Retouching

In my Computer art and animation class, we started a retouching unit.  We started with a picture of a girl with a moderate amount of freckles and a cheesy supermodel pose.  Much of this was done with the spot heal tool.  For some reason, I feel like, somewhere along the way, something may have gone a little wrong.  Unfortunently, I have yet to figure out my error.  Please contact if your able to give constructive comments.