Peter Jackson's crew does a reallllly good job making some pretty people look totally unrecognizable.

With "The Hobbit: The Desolation of Smaug" hitting theaters this weekend, we're taking a look at how the director and his makeup team transform regular people into hobbits, wizards and elves.

It definitely doesn't look easy!

Martin Freeman, Evangeline Lilly and Orlando Bloom all got Middle-earth makeovers for the new flick, but they're some of the more fortunate stars.

Others definitely didn't have it as lucky, as unsightly facial hair, really covered up some usually attractive faces.

You'll be surprised to see how good-looking a lot of the hobbits are! 

Check out their incredible transformations in the gallery above.

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