A couple of lookers

[andycat]

Please critique.
http://andycat.smugmug.com/photos/128269852-L.jpg

[gefillmore]

neat-

you definitely want to follow their gaze-

[com3]

the picture seems really flat and lacks depth.

when people are looking at something, i tend to also use that cue for my "rule of thirds" ...i.e., i lead them in the direction they're looking.

[Scott_Quier]

the picture seems really flat and lacks depth.

I think I agree - the shot could use a little more pop - or something to lend it a little more punch. The composition looks good to me, but I might have included a little more open space to the left other subjects - give them something into which to look.