If it's true that actors' faces are their fortunes, then makeup artists hold the keys to the vault. But lest you think that a good makeup job is just a matter of powder puffs and lipstick brushes, think again.

"To be a union makeup artist, you have to pass a 10 1/2-hour exam," says Sue Forrest-Chambers, head makeup artist for the syndicated "The Arsenio Hall Show" and Hall's personal makeup artist. The exam "changes from year to year, but when I took it I had to do a complete old-age makeup with highlight and shading, create a six-inch beard, then cut it to one inch and redress it, and create a broken nose, cauliflower ear, black eye and an open cut which had to move with the skin."

Test-takers must know the bones of the body and the skull, as well as muscles for special-effects work. They are also graded on tool use and makeup kit cleanliness.

Once in the union, makeup artists have to keep up with current styles, points out Bruce Grayson, makeup artist for Markie Post on the CBS sitcom "Hearts Afire," who also made up Bill and Hillary Rodham Clinton for the presidential debates and inauguration. "We read newspapers and women's magazines," he says. "The fashion industry kind of dictates what we do. We didn't use lashes in the '80s, and now we do--they started coming back in fashion."

On the average, women require 40 to 60 minutes for a basic "paint," while men need about 15 to 20. "The eyes are the difference," Grayson says. "We do more on women."

Men, though, can be just as vain as women, according to Joe Hailey, head of makeup for ABC's "Step by Step" and makeup artist for "Getting By" on NBC. "Step by Step's" male star, Patrick Duffy, does all he can to avoid the makeup chair, but, says Hailey: "Some men wear more makeup than Marie Osmond."

The makeup artists, who work in concert with hairstylists and wardrobe personnel, ply their craft differently for filmed and videotaped shows. Whatever the genre, they must know how various lighting hues will affect each individual's skin tones and choose cosmetics accordingly, to accentuate or play down features.

For talk shows, Forrest-Chambers says, "You're dealing with a tremendous amount of high-power star talent, and in a short period of time you have to make them feel confident to go out before 5 million people. I will talk to them beforehand, and ask: 'Are you going for a dramatic look, or for soft and pretty?' " All of Hall's guests get a darker makeup base than they would if appearing on Jay Leno or David Letterman because Hall's dark skin absorbs more light, requiring a hotter key light directly above him.

Where body makeup is concerned, union regulations forbid members who are not designated as body makeup artists to work on performers of the opposite sex. But because of archaic classifications--women were not allowed into the union before 1976, when an anti-discrimination lawsuit was resolved--Forrest-Chambers is still designated a "makeup man." As a result, she once found herself doing body makeup for Duffy and Larry Hagman's swimming scenes on "Dallas."

Then there are the special makeup effects: everything from blood capsules that actors bite upon to simulate a bloody mouth to period mustaches to prosthetics. Such makeup tricks were a mainstay of the time-travel anthology series "Quantum Leap," now airing on USA Network, as showmakeup artist Jeremy Swan can attest.

A Civil War-based episode, for instance, called for mustaches, goatees and mutton-chop sideburns, applied with traditional spirit gum, as well as wounded soldiers covered with blood (actually a corn syrup and gelatin mixture). When star Scott Bakula "leaped" into someone who had had a lobotomy, he wore makeup patches simulating burned temples. On one episode, Swan transformed actress Susan Griffiths into Marilyn Monroe. "That was a painting," he says.

Beyond technique, a good makeup artist must establish a rapport with those he or she paints, working with them intimately. "You have to know how to get along with people, how to make them feel comfortable," Swan says. "People will confide in their makeup man, and that's based on trust. Being a makeup artist is not a license to gossip."

For viewers who feel they can never meet the beauty standards set by television performers, Hailey offers some words of encouragement.

"When I did 'Dallas,' there was a model on one episode who was so unattractive we flipped a coin to see who would do her," he recalls. "I lost. But she came out looking great. Anyone can look (good) if you have a person there for lighting, hair and makeup every second."

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