The freckles: They seem to be too dense in too small of an area. You could get away with fewer freckles or increase the coverage.
I come from a heavily-freckled family so personally I know they don't stop under the eyes.
If the face has freckles, generally so do the shoulders. But that is entirely your decision.
My only distraction is with the mouth. It seems a little low to me, but then I'm having a hard time identifying exactly what it is that distracts me. Faces are VERY hard because people know (subconsciously or whatever) how they should look.
Excellent job BTW.