"I'm going to try to make a star around her eye, which I've never done before," says Lynn Ludy, seated on the floor of a neighbor's living room, wearing a glittery red heart on one cheek and a blue star on the other. She is surrounded by kids eager to try on new faces. From a straw purse, she pulls the stuff that makes clowns and princesses and monsters out of ordinary kids -- clown make-up.

"I buy it from a theatrical supply store in Arlington," says Ludy. "But I also use lipsticks, stick make-up, eyeliner and eyeshadow. It should all come off with baby oil," she adds to a concerned parent.

"Excuse me," says five-year-old Kate Holwill, who is waiting her turn. "We did this at camp and usually we take it off with cold cream."

"Do you work in a circus?" asks six-year-old Richard White, as Ludy outlines the blue star around a little girl's eye with black eyeliner.

To Richard, Ludy explains that a few years ago she was asked to paint faces at a fair to benefit Friendship House.

"It was such fun, I volunteered to do it the next year," she says. "Now I just do it for my friends -- my little friends."

Six-year-old Alison Steincamp doesn't know exactly what she wants on her face, so Ludy is making her a mask.

"I don't know what kind of a mask yet," she says, making a wide swath down the center of the child's face with white clown makeup. Black clown makeup is used to paint worry lines on the forehead, and each cheek gets glitter in the form of sparkle powder available in art supply stores. First Ludy puts a dab of light-colored stick make-up on each cheek, then she presses on the glitter.

Alison is pleased with her new face, but not entirely comfortable.

"I'm scared to itch under my eye," she whispers to a friend. "Is there anything there?"

"Look at the balloon girl!" says Ludy, who is painting perfect red, white, and blue circles all over six-year-old Selena Giesecke's face. "Sit still or the balloon on your chin won't be round -- it'll be triangular."

Kate chooses a hearts-and-flowers motif, and soon a gaggle of little girls stands before a mirror. But the boys in the room, already macho at five or so, are looking worried about all the hearts and flowers.

"I have a great idea for a boy," says Ludy to Richard. "I'm going to make you have lightnings across your face.Is there a lightning superhero?"

"Yeah," says six-year-old Jordan Barnett excitedly. "He throws lightning. His name if Thor!"

A crowd gathers around the mirror.

"Is he a lightning man or an Indian?" someone speculates about six-year-old Joseph Walls. Joseph's four-year-old brother, Terry, is wearing a Spiderman T-shirt, and Ludy carefully copies the web-pattern on his face. But Terry also wants the spider itself, which presents a problem to Ludy.

"I can't do the legs 'cause they'd go right over your eyes," she explains. But she finally works out a solution. Using black eyeliner, she paints a minature spider right on the tip of Terry's nose.

You don't have to be a Picasso to get rave reviews for face-painting. Even if your hearts and stars are lopsided, the total effect is bound to be sensational. Clown make-up is available at stores listed in the Yellow Pages under "theatrical make-up." You can supplement this with your old lipsticks, eyeshadow, mascara, etc. Glitter is available at art supply stores. For ideas, just ask the kids.