Trees like that are in Mushroom Hill zone in Sonic & Knuckles. The leaves are from Wood Zone in Sonic. The background has lower saturation and looks slightly cool. This is because I'm trying to make it look as if its early morning before sunrise. That said I do think the leaves above and blow the trees could be changed a some.
Taking into account some of the things you said I updated the background.
![[Image: Viridian%20Valley%20-%20Copy2.png]](/image.php?src=http%3A%2F%2Fdl.dropbox.com%2Fu%2F5170721%2FViridian%2520Valley%2520-%2520Copy2.png&hash=13c639018e119f4e87292ed638416fdc)
Taking into account some of the things you said I updated the background.