After doing all of the work to the thumbnail (argh!), I downloaded the hi-res and re-retouched:
1) Color balance using highlight/shadow dropper in levels
2) Cloning and healing brush on the blemishes, stray hairs, etc
3) Darken cloning with 25% Opacity on hot spots
4) Smoothed skin using the high pass posted in forums yesterday: http://retouchersblog.wordpress.com/...high-pass-way/
Took awhile to get the hang of it.
5) Duplicated lips and multiplied at 21%
Comments and feedback encouraged. I tried real hard to not make it look retouched or painted.