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This paper presents a hierarchical-compositional model of human faces, as a three-layer AND-OR graph to account for the structural variabilities over multiple resolutions. In the AND-OR graph, an AND-node represents a decomposition of certain graphical structure, which expands to a set of OR-nodes with associated relations; an OR-node serves as a switch variable pointing to alternative AND-nodes. Faces are then represented hierarchically: The first layer treats each face as a whole, the second layer refines the local facial parts jointly as a set of individual templates, and the third layer further divides the face into 15 zones and models detail facial features such as eye corners, marks, or wrinkles. Transitions between the layers are realized by measuring the minimum description length (MDL) given the complexity of an input face image. Diverse face representations are formed by drawing from dictionaries of global faces, parts, and skin detail features. A sketch captures the most informative part of a face in a much more concise and potentially robust representation. However, generating good facial sketches is extremely challenging because of the rich facial details and large structural variations, especially in the high-resolution images. The representing power of our generative model is demonstrated by reconstructing high-resolution face images and generating the cartoon facial sketches. Our model is useful for a wide variety of applications, including recognition, nonphotorealisitc rendering, superresolution, and low-bit rate face coding.