It sticks fairly close to the source. Try to incorporate some of your own composition into it as well, not just changing around some stuff.
I like your instrumentation, but production needs some work. Throughout it sounds very crowded. I'm not sure if it's just Youtube doing that or not (which brings me to suggest, use a file hosting website like tindeck or box.net next time )
The pad selection is interesting. It sounds weird at times, almost dissonant. But at other times it really fits in with the 'spooky' atmosphere quite well. Example: during the beginning and other parts like it, it sounds fine, but during parts like :14 and :21, it sounds kinda out of place.
I like that progression at 1:35, pretty jazzy
I like the percussion you have too and what you did with it. My main gripes about the mix include it's conservativeness and its production. Work on EQ a bit more, and instead of an abrupt cutoff ending, add some of your own material (creatively incorporating some source in there too, perhaps) and end it powerfully.
Keep working on this one, and have fun with it