When I was reading the old but awesome "Epoxy" I was fascinated by the beautiful female drawed by Cuvelier.
This was the inspiration for my image... plus a bit of perversion and self-identification the satyr!

The base mesh for the female body and the satyr are very simple, the most of work (and fun) was sculping and painting the two characters in zBrush.
A little bit of photoshop for composing the image and for the quick background.

If You are interested there is a turntable HD video avaible on youtube (http://www.youtube.com/watch?v=OOhgbnB_6ng)