Album artwork for Kitcaliber - D.FREQ.CRUSH.
If you think this looks like cheesy video game boxart, then you hit the nail on the head. I started by somewhat aimlessly drawing Kit (the lady with the dangerous looking stick), then Ren was like "WAIT. Draw Caliber's head floating there, it'll be perfect!" and edited it to look like a Sega Saturn game (which can be seen on the lapfox site), and everything came together in glorious technicolor. Or something like that.
Kitcaliber belongs to Renard / Lapfox Trax
Drawn with Paint Tool SAI
Textures & editing done in CS4