Abstract: A system is disclosed for producing a colored-motion picture film from a black-and-white source film. Each frame of the black-and-white film is projected as an image onto a work surface to which colors are applied within selected areas for combination with the projected black-and-white image to provide a color composite. The color composite is then photographed with color sensitive film. The black-and-white film is processed frame-by-frame, preserving registration from one frame to the next (in a sequence) with the colored format which is accordingly modified to a limited extent to produce each composite that is photographed.