COSTUME DESIGN, HAIR AND MAKE-UP

Similarly eclectic was the costume design for the film, created by Oscar nominee Colleen Atwood. For Burton, wardrobe provided another opportunity to infuse the film with a vivid color palette.

"It's always fun to work on costumes," says Burton. "It was a way to get more color into the film when necessary. I like old movies where there's something more to the costumes than immediately meets the eye. I do my little sketches, and somebody like Colleen can take it to another level."

Atwood explains her approach: "Our first frame of reference was of course the 'Mars Attacks!' cards that the whole thing is based on. It's mostly a late '50s, early '60s concept for visual design, embellished with regionalities.

"With Tim, it's all there in his mind, so you just show him things, get his reactions and run with it," Atwood elaborates. "Because I've worked with him before, that process goes rather quickly. Then, it was just a matter of waiting for each person to be cast and figuring out how they worked within the parameters of that look."

Without a doubt, the hyper-stylized, contempo-retro feel that Burton sought for "Mars Attacks!" found its fullest expression in the Vegas sequences of the film. The flash and attitude of the adult playground served as a perfect backdrop for some of the film's most outlandish costume design. Says Atwood, "Vegas is a fantasy place, and it was definitely the place to push the envelope as far as we could with color and design."

Atwood describes the attire of one of Vegas' more colorful characters, would-be mogul Art Land. "Jack said he thought Art Land should be sort of Western. Tim and I started talking about Nudie's, a famous Las Vegas Western-wear designer that created really ornate stuff, like Roy Rogers' clothes in the '50s. We had the guys who used to sew for Nudie's make all of Art's clothes. We used some of their classic Western patterns and mixed in our own stuff like flying saucers."

For the Vegas crowd scenes, Atwood's team dressed hundreds of extras in mod attire. She also credits the work of the make-up and hair departments that dispensed more than a few dozen cases of hairspray and eyeliner. "The hair and make-up people are very much a part of the costume design, even though they're a separate department. They really contributed to the whole look of the movie."

One of the most dramatic transformations to which the make-up and hair departments contributed was Jack Nicholson's evolution (or de-evolution) into gladhandling huckster Art Land. To differentiate from his role as the President, Nicholson wanted a dramatically distinct look for his alter ego. Academy Award-winning make-up artist Ve Neill, who helped turn Nicholson into the Joker in "Batman," worked with the actor to develop this new persona.

Neill explains, "Jack had some really good ideas, and between the costume designer, the hair stylist and myself, we came up with this wacky Art Land character." She continues, "I tried to find something that would give us an optimum amount of change without taking too long to do -- and without making it uncomfortable for him. We put a nose on him, and that changed him quite a bit. Also, because he's so famous for his smile, I had veneers made for his teeth that sort of look like bad caps to go with his character."

The Martian Girl

Although Tim Burton found most of his inspiration in the original 1962 "Mars Attacks!" cards, he developed one of the film's most memorable characters from a card issued in 1994 that allowed the hair, make-up and costume teams to really go all out. Originally illustrated by artist John Pound as cover art for an issue of the comic book series, card #76 featured a Martian lifting off its disguise of a buxom, blonde, beehive-wearing vixen to reveal a bulging green brain and bloodshot eyes.

"This was very much in the spirit of the '60s kind of sci-fi movies I was trying to re-create," Burton explains. "I remember always liking those movies where there was some sort of weird alien girl, and I just redesigned it from the card a little bit so it had a slightly different feel."

In the story, the Martian leader dispatches an agent to infiltrate the White House, charging the alien with the task of gaining access to the private quarters of the President and First Lady by seducing the President's womanizing press secretary, Jerry Ross. Ross doesn't stand a chance against the Martian-manufactured femme fatale, whose physical statistics were lifted straight from the pages of a Playboy magazine centerfold or Barbie manufacturing line.

With all of the other aliens being created via computer-generated imagery, the character of the Martian Girl would hold the distinction of being the only Martian to be played by a live actor. Burton cast actress and former model Lisa Marie, who had previously appeared in "Ed Wood" as horror film seductress Vampira.

Early on, Burton began sketching his concept of a wide-eyed, voluptuous blonde with an elaborate beehive hairdo and a form-fitting gown. He created a series of drawings and paintings of the character, in her tight dress with red-sequined cosmic swirls, which were translated into fabric by Colleen Atwood.

With the character of the Martian Girl, Burton gives a wink to the tradition of the '60s sci-fi films that provided a little titillation amid the spaceships and action-packed excitement. Burton laughs, "I remember the younger kids in line were going to see the Martians, and the older kids were going to see the girls -- a little something for everybody!"