It's been a while I haven't painted an illustration without labouring first on the lineart. Here, I started directly with random blotches, shaping and detailing as ideas came along; an enjoyable change of pace although it took much much longer to sort it out in the end.
I used some face ref. (G.Tierney, L.Bacall) to get the 40's glamourous style I was aiming for.
Done in Painter, desaturation adjustment in PS.