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This work is done for a college assignment in which the requirement is we have to produce a short clip with a compositing software in a duration of approximately 40 seconds. I combine 3D modeling with 2D background to practise my poor compositing skills. Also I chose to do an organice modeling as I want to improve more on my understanding in Zbrush sculpting and Mental Ray rendering. The concept was roughly inspired by Predator and Alvaro Buendia's Feto modeling. The whole project took about 2 weeks on and off to complete.