[Made in Photoshop CS] 1. Here's the pencil sketch. it was done back in 2000, found yesterday and I thought I could do something cool based on it. I started by deviding every part of the picture into sets of layers (one set each for the head, cords, and the thung in his head). by doing this it's very easy to control the different pieces of the picture individualy (color, light, filters etc.). 2. here i started by changing the hue of the metal parts to a slightly blueish tone. By using the roughness of the pencildrawing I can now simply use the dodge and burn tool to get metal highlights and shades. You can also see that I've started to make the basic shading of the face. the face was the only layer where I didn't use the sketch but instead created a new layer and filled it with a solid skin color. I then use burn to to the shading of the face. you can also see that I have a photo reference for the eye (this was the only photo ref. cept for the background). 3. here I I've just refined the shading of the face. I've also added a sof grain filter to remove some of the softness in the face 4. with the cords, again I used the sketch to my benifit by first altering the hue to the color I wanted on each part and then I used a fresco filter to get that worn feeling. on the tube and pipe I simply used the smudge tool to soften them up. then I went over it with the dodge/burn tool to fix the lightning. finaly the background was made out of a photo of the inside of a factory. I used gaussian blur on it, some grain texture, changed the hue of it and last but not least I altered the contrast with the curves tool. Oh and I did some color correction on all of the parts to make it blend into the background better. That's it! Feel free to ask any questions!