I've been watching Jim Henson's 'The Storyteller.' Pretty great stuff. The animated and matte elements kinda really suck, but the puppetry is really cool. The characters have sooo much life.
For this I took a screen grab of a ogre castle matte shot as a place to start. Grabbed colors and just kinda blocked shapes in until I got a mood that was interesting. Just a quick way to assimilate the elements I liked.