I would as the same question as Kenneth; What exactly are you trying to achieve?
There are so many different ways and looks that can be done, I always say Vague questions get vague answers, and I think one of the reasons you may not have as many responses as one may like is because your question isn't detailed enough.
Saying all that, in the first retouched pic, she would make a cool vampire, she's got that look, I could see her in blade trinty lol!
As all the others have said, I think the eyes look dead, consequently the picture looks flat, the lip colour does not suit the girls complexion, I would go with a more natural dark red.
I think the eyebrow could do with lifting slightly, and I can still see blemishes, so I would go back and work on that a bit more carefully.
The face looks flat because you have removed almost all the shadows, this always makes the face look false, I would try to bring back a little more of the shadow.
You could also try colouring the eyelids and apply eyeliner, because she looks like she's half way through applying makeup.
Another tip is to cut the image up, i.e. place sections of the image onto different layers.
regards lee