make attractive actors look even better.

It has the power to bring imaginary characters to life.

These are the top ten makeup transformations of all time.

[MUSIC]

>> Wait.

[SOUND] >> Starting us off in number ten,

we're looking at the original X-men franchise.

Prosthetics master Gordon Smith orchestrate dozens of

Incredible mutant transformation for the film from Sabertooth, to Nightcrawler,

to Toad, to Senator Kelly.

But our number ten goes to his most impressive mutant of them all, Mystique.

Rebecca remains been up to 12 hours in the make up chair daily for

her role as Mystique.

And while her look is probably best known for how revealing it is,

she was actually covered by silicon prosthetics on almost two-thirds of her

body before being airbrushed from head to To toe.

And of course, we have to give an honorable mention to Frances Hannon's

take, on the look of Jennifer Lawrence, in X-Men: First Class and Days of

Future Past, where they've gone from an airbrush process, to a full bodysuit.

>> Five, four, three.

>> As long as there have been movies,

people have been using makeup to turn men into women.

Gender swapping has ranged from Charlie Chaplin, to Terry Jones,

to Robin Williams, to John Travolta.

And let's not forget the transformation of women into men, like Glenn Close and

Cate Blanchett.

But our number nine goes to perhaps the most classic gender swap of them all

from Tootsie.

Dustin Hoffman allegedly agreed to only take the role under the condition that

make up was good enough for him to pass as a woman on the streets of New York.

So makeup artist Allen Weisinger send out to transform him not into caricature but

into the real thing, and it was no easy feat.

In addition to conventional make up Weisinger stretched Hoffman's face taut,

shrunk his pores, and

provided him with longer, thinner teeth in order to sell the look and it worked.

Hoffman made a convincing woman, fooled his daughter at her elementary school and

even had a personal epiphany.

Bursting into tears when he looked at himself the way he looked at other women,

changing his outlook for good.

>> Molecular decimation, breakdown and reformation is inherently purging.

[SOUND] >> We couldn't talk make

up without looking at some of the horrifying monsters it's helped create.

And while David B Miller's Freddy Krueger comes first to mind, our number eight goes

to an even more impressive transformation, Chris Walas' Brundlefly from The Fly.

For Jeff Goldblum's gradual transformation, Cronenberg and

Walas started from the final, mutated form and worked backwards.

With seven different stages of genetic mutation Walas'

team didn't think it could be done in just three months.

But after tireless preparation, five hours in the makeup chair, and

up to five pounds of prosthetic appliances, the result speaks for itself.

>> Life.

Is full of surprises.

>> From the real life Rocky Dennis of Mask to the completely make believe sloth of

The Goonies, sometimes makeup is used for a more human kind of disfigurement.

But for our number seven, we got to give it to The Elephant Man.

Originally, the director David Lynch decided that he was going to design

the make up entirely himself.

However it didn't turn out so well, in fact it was a disaster.

In a week before shooting started a panic production finally brought

Christopher Tucker, an actual makeup artist on board.

And he certainly had his work cut out for.

His design included 15 different sections that he worked on with his team for

up to 49 hours at a time in preparation, and

in order to properly simulate the real life elephant man who died in 1890.

Tucker worked off not just a cast made of his head but his actual skeleton.

And when the Academy didn't honor him with a special award voters sent

in angry letters in protest, which prompted the Academy to

introduce the best makeup category the very next year.

That's right this is the movie that convinced the Academy to honor makeup.

>> It's moving.

It's alive, it's alive, it's alive, it's alive.

He is alive.

>> Of course because the Academy Award for makeup didn't appear until 1981,

there were a lot of classic movie transformations that went unrecognized.

And while the Phantom of the Opera and the Hunchback of Notre Dame were both

incredible early achievements in the art, there's nothing more iconic and

recognizable than the original Frankenstein's monster.

Jack Pierce is the man responsible for the trademark bolts and scars.

And remember that this was the early 1930s.

So he didn't have any sort of new fangled silicone or latex to work with.

Instead he spent four hours each day building up Boris Karloff's head with gum,

cotton and a syrupy surgical dressing glue called collodion.

And after adding 35 pounds of costume and makeup to Boris,

the final touch actually belong to the actor himself who gave himself

an eerie facial dent by removing his dental plate.

Delicious.

[SOUND] >> Take your stinking paws off me you

damn dirty ape.

>> Next up at number five, the apes in the original Planets of the Apes.

When John Chambers, who got his start doing facial reconstructions for

World War two veterans was first brought onto the project,

he spent hours and hours at the zoo studying the expressions of apes.

And in order to capture the flexibility and movement of their faces,

he actually invented a new type of rubber foam for the film's appliance.

But that wasn't his only challenge.

He had to costume hundreds of different actors in multiple different species over

the course of the film.

So he hired up to 80 different makeup artists.

He actually used so many of Hollywood's makeup artists that there weren't enough

to go around for the other films shooting at the time.

Many of which were delayed by that fact.

Of course, we couldn't forget to mention the makeup from the 2001 remake.

Although the movie itself was take it or leave it, legendary makeup

artist Rick Baker brought the look of the apes into the 21st century.

Totally kicked ass on over 500 different apes.

>> How old are you?

Seven, but I look a lot older.

>> From Citizen Kane all the way to Benjamin Button with

loads of movies in between, makeup artist have time and time again needed to

age an actor up a couple of years or even a couple of hundred.

And it's always an incredible transformation to watch, but for

our number four we're looking at Don Corleone from The God Father.

>> I'm gonna make him an offer he can't refuse

>> Now this might come as a bit of

a surprise for those of you who hear Marlon Brando and

think Don Corleone, which probably speaks to how good the makeup was.

But he actually looked pretty different.

He was only 47 when he took on the role of the Don.

It was up to makeup pioneer Dick Smith to add a couple extra decades on top.

But Marlon Brando being Marlon Brando, he refused to wear prosthetics

because he didn't want to spend that much time in makeup every [INAUDIBLE] So

instead, Dick Smith just painted it all on.

As for his world famous joules, those aren't really the result of tissue paper.

Although, that is where the idea came from.

They're actually created by a special dental device, called a plumper.

The result is so seamless and so convincing,

that it has to be one of the top makeup transformations of all time.

[MUSIC]

>> All I wanted was a beer.

But the day I met Sylvia I spend most of the afternoon sit in the rain about to

kill myself so you can understand.

I was flexible.

>> Makeup can age, disfigure and gender swap actors but

it can also transform them in totally different people when a film calls for it.

>From Bela Lugosi in Ed Wood to Edith Piaf in La Vie En Rose.

To another Bruce Willis in Looper.

But our number three belongs to the incredible transformation of

Charlize Theron into Aileen Wuornos for Monster.

Although Theron gaining 30 pounds for

the role certainly helped Tony G went to far greater lengths to transform her.

She fried in and thinned her hair.

Shaved and bleached her eye brows.

Air brushed her face with layers of tattoo ink and

Marble sealant in order to create the worn down look seen on screen

surprisingly the only prosthetic she used were dentures and eyelids.

The contrast is almost unbelievable from model to serial killer

from the makeup alone.

[MUSIC]

[MUSIC]

There is hardly a moment in makeup history so funny as when Tom Cruise showed up as

Les Grossman in Tropic Thunder dancing across the screen in a gold chain and

a fat suit.

But for our number two we think 21 Jumpstreet was Just a little better.

Now if you haven't seen the movie yet, and you definitely should,

you might wanna skip this bit because we're about to drop some major spoilers.

21 Jump Street was the ultimate meta comedy, and

it constantly poked fun at itself for being just another Hollywood reboot.

But when the bearded biker DP pulled off his nose to reveal that he was,

in fact Johnny Depp.

It was impossible not to get caught up in the magic of the transformation, because

his disguise was so perfect, that he spent the entire movie hiding in plain sight.

>> Hola?

>> [INAUDIBLE] >> And finally at number one we have to

pay homage to the incredible magical creatures of Guillermo Del Toro.

>From the everything but his eyelids costume for

Hell Boy to the looking out his nostrils pale man from Pan's Labyrinth.

Guillermo Del Toro is a director known for bringing the fantastical to life.

And for our number one we have to pick his fawn from Pan's Labyrinth.

An achievement not just in makeup, but animatronics the ears and the eye lids

of the fawn mask were remote controlled while Doug Jones acted underneath.

And if you think that was heavy consider the ten pound horns he had to wear on top

of it all.

Of course the Faun's transformation didn't just stop at just face.

The latex foam suit continued all the way down to a pair of intricate legs that had

the actor standing on eight inch lifts,

while his real legs were digitally removed.

The result is a complete magical transformation and

just the kind of makeup that brings dreams, and nightmares to life.

So, what do you think?

Did you disagree with one of our choices?

Did we leave out one of your favorite makeup transformations of all time?

Let us know on the comments below and be sure to subscribe for

more CineFix movie lists.

[MUSIC]