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Sean Barrett's GURPS Lensman

Here is the cover of the second edition of GURPS Lensman,  published by Steve Jackson Games.  Depicted here are Kimball Kinnison, Worsel and some spaceships.  I don't know if the two red splotches at the top are scary eyes, or the two galaxies, or what.  Plus, what the hell is Worsel carrying?  The art is by Kelly Freas, pretty much the standard illustrator of secondary "Lensverse" sources (see: "Backstage Lensman," "Moon Prospector," etc.)

Here is a preliminary sketch for the cover art by Kelly Freas.  Note the four-limbed, two-eyed Worsel.  The big Lens in thebackground is pretty cool, though.