One of Michele Curio's favorite art lessons is creating a resist using oil pastels under black tempera paint. The process produces dramatic and creative results with a high success rate even for the most art-challenged students. The artworks have a sophisticated, painterly quality that is achieved with more control and less mess than direct painting. The richly textured appearance and subtle black accents make this a great technique for artworks that require an aged finish. The procedure for this lesson is outlined in this article as well as things to consider before beginning this project, a list of materials, and, helpful suggestions for enhancing student success.