retro pulp fiction cover - WIP

I've been working on pinups lately, which usually gets me thinking about pulp fiction covers, and I decided to try out that old Flash Gordon look and feel

This is really more of a materials test than anything else, but now that it is working, I need to fix her pose and shift the light rig a bit. Of course more tentacles will be added

And here it is without the distressed cover effect. Which way do you prefer?