Drawn mostly from memory (the countless eraser marks and Axl's head show it), but I did have to glance at my toys for some parts, mainly Axl's bottom half.
As for what's up with the Skitty... I drew Axl, somehow got his head facing downward and a bit of a spooked expression, so I had to draw SOMETHING for him to be looking at.

Where are these lemmings going? The
Super Nintendo Super Shire! Hop in line and follow them there!