Face off: artists turn back the clock for actors Patrick Stewart and Ian McKellen.(Modeling Techniques)(X-Men: The Last Stand)

X-Men: The Last Stand opens with a flash back, an event that took place around 25 years in the past: The mutants Xavier (actor Patrick Stewart) and Magneto (actor Ian McKellen) meet fellow mutant Jean Gray as a child. Typically, such flashback sequences rank low on a director's list of favorite scenes. To turn back the clock, a director's options have been to plaster their stars' faces with makeup and prosthetics or, if the age difference is too great, substitute younger actors. Neither solution is perfect.

Now, there's a third choice. Thanks to a stealth studio called Lola, director Brett Ratner filmed Stewart and McKellen performing the flashback as if it were any other scene. Later, Lola reversed the actors' ages digitally in postproduction. "We filmed the sequence unhindered," says John Bruno, visual effects supervisor. "The opening sequence is a bit of a groundbreaker."

Ratner filmed the actors on stage--an interior set with a greenscreen window--and in exterior shots. "We did a no-holds-barred process," says Greg Straus, co-founder of Lola and its sister studio, Hydraulx. "We didn't have tracking marks. We didn't limit the actors' motion, blocking, expressions, or anything. The DP [director of photography] used the lighting he wanted to use. They did everything in-camera the way they wanted. And, we ended up with extreme close-ups: forehead and chin full frame. That meant our work had to hold up on a 40-foot screen."

Lola specializes in what the studio calls "digital cosmetic enhancements." But X-Men pushed the state of its art. "We had to take 20 to 25 years off these guys," Straus says. "We pushed into a realm where makeup can't go. And, that's the exciting aspect of it."

The studio initially began performing digital touch-ups for music videos. "In the mid-'90s, music video directors came up with the idea to make their singers look better," Straus says. "We even out skin texture, take out bumps. Now the divas even request people by name to do their digital makeup as if they were requesting makeup artists." Soon, models in cosmetics commercials also wanted digital touch-ups--a bit of blurring here and there to soften flaws and make the actors look better. Recently, Lola began marketing the flattering techniques to the feature-film world.

"We had one or two films the first year, four or five the next, and have 12 this year," says Straus. "I can't give examples, because most of the work is strictly confidential--they don't want people to know who looked good and who looked bad. That's why X-Men is so cool. We took a vanity tool set and applied it to support the story."

Digital Skin Grafting