Well, another two chars.
Actually at the begining I planed to create humorous scene with these two. But in the middle of process I realized that something goes wrong...
Humour is melt away, but I saw something else. And I can say atmosphere of this work is satisfied me as well.

(I used 3dsmax8 for modeling; biped (ledy) and CAT (mr.) for rigging; mental ray for fast sss skin; and ps&ae for post processing).