A composite of several painted versions of several ugly heads. Used paint synth, image ops, vectorizer, tweening and frame skipping. Used Quicktime to composite a few layers before then reprocessing in SA to image compress value/sat. i think. Unfortunately even Vimeo's normally good compression makes a mess of this video... I suppose I am to blame for making such a chaotic (and therefore high data rate) animation.
See a higher res version here: