This is my attempt. I thought (rightly as it turned out) that the dark areas under the lenses would be the most difficult problem, so I started by selecting each lens, and choosing a color from within to gently spray in a "covering" color. Afterwards I smudged the colors together and added a little blur to the lens area. The skin imperfections were first corrected as much as possible using the healing brush and patch, along with a bit of old fashioned clone tool. I then added a little unsharp mask to tighten up the eye/eyelash detail, and lip shine. Once that was done to my satisfaction, I made a duplicate layer of the corrected skin base layer, and added a bit of Gausian blur to further soften the skin (make some of the pores go away). Then I selected the eraser, and gently erased the areas of the face that I wanted to remain sharp (eyes, eyelashes and lipsas well as the sunglasses' edges and frames). Finally I selected curves and fiddled around to my liking (color and contrast). I like my models to have a little more "tan" look to them. I believe I also selected hue and punched up the blue a bit. This was fun. The selection of the lenses took the most time. I am looking forward to seeing how others deal with the dark under eye markings. Did she have a black eye, or are those inadvertent reflections from some foreground object? Thanks, this was fun. Steve