This was sort of a lot of trouble to go through just to slap one character in the face with a bloody piece of animal skin. But that still is the whole reason I drew it. :D
Explanation: http://en.wikipedia.org/wiki/Lupercalia
I'd really intended to do something like this for Valentine's Day for this gallery, but I ~never~ finish things on time. Anyhow: a lot of Romans thronging to see mostly naked guys in animal skins run by and to get swatted with pieces of goat. :3. The younger and older senators towards the front are the same as here: http://www.paperdemon.com/art/view/17251 I believe, based on what I've read, that Varus and Messalla (ahahaha LOL i swear he's not named after http://en.wikipedia.org/wiki/Messalina )respectively work as names for them. (But it's entiirely possible I'm wrong.)
Varus is not having any fun, because he never has any fun. . .and he's just gotten whacked across the face hard with a piece of fresh goat skin. And this is the point of the festival, perhaps, but also most people probably wouldn't pass up the opportunity to hit him with things even on non-holidays, and I'm sure it really wasn't necessary to hit him that hard.
The other people around are more and less distant relatives of Messalla's.
I really do envy people who can manage to draw decent facial expressions. :P
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And I personally think your facial expressions are great, they look pretty natural.
If you want to get better at facial expressions, this book is my bible Its specifically on the face and it's taught me alot about subtlety in expressions- I was pretty good before it and I still learnt alot. I suggest that you look it up if you'd like to improve on expression ^^ Just thought you'd be interested ^^