I think the thing freaking me out is the angle of her neck. Well that and there's something super creepy about her smile. (But I'd rather take a creepy smile over fish lips.)
Without seeing the bigger version I think I actually quite like the CD+DVD cover. The CD-only one wouldn't be as bad if whoever was in charge of photoshopping hadn't made Ayu look like she was in the sunbed for several hours too long.
Looking at the cd+DVD one some more it looks like they lengthened her forehead and squished it in to make it look more oval shaped.. They also Park Bom'd the fuck out of her arms and hands, I don't recall her fingers ever looking that long before lol..