I used a Star Wars Evolutions Grey Clone Commander for the base. The phase II helmet is a commander Neyo head painted and dremeled hollow. The Shoulder Antennae came from a hologram commander Cody. I hand painted the entire figure and helmets to resemble the Sideshow version of the figure. I didn't get pictures of the shoulders because I couldn't get a good representation of the decals; next time I plan to use waterslides. The antennae's on the helms came from the broken helmets in the Clone Wars Mace Windu figure. I sold this on eBay awhile ago.