It was hard, but I think this is the best I could do.
I wanted to try to change from my usual happy theme and..well, this came up!
~enjoy! ^^
texture from celestial-star.net and brushes from http://aethereality.net/, http://www.theforgottenlair.net/ and picture from minitokyo.net

reference pictures from the challenge:
reference1
reference2
reference3
reference4
reference5