This is my first instructable, and it's how I took a Optimus prime mask from walmart, some super glue, spray paint, acrylic paint, and time into my sexy gas mask. Hope you guys like it!

Step 1: It Begins

So First, I saw a lot of potential in the mask, and took it home to see what I could do with it.

Step 2: Might As Well Wear It Once As Intended!

It was a pretty cool mask for what it was, but it needed to be more. We needed it to be better. sleeker. sexier....older?
Now, To steampunk it!

Step 3: No Disassemble!

My first step was to remove all the screws, and take every piece apart. there was a lot I decided to do without. For this part, you'll obviously need a screwdriver.

Step 4: At Dawn, We Ride!

When I took off the earpieces and part of the face vent (it slides right off), I noticed it seemed to look like a motorcycle helmet. I'm so easily amused.

Step 5: Hello, Clarice

And now it looks like Hannibal Lector's mask. But that's an instructable for another time. What I did here was remove the eyepiece with a screwdriver, and I cut the over the head pieces off with a pair of sharp scissors. at this point I also removed the voice changer part. I did that because the way it was wired wouldn't fit with how I was building the mask, and I cut the top off because I wanted to be able to fit my hat, of course!

Step 6: Half Way Done

At this point I put it all back together to get a feel for how it was taking shape. I loved the way it fit my face, but it's still far too futuristic for steampunk style. As you can also see, I cut the antenna-looking parts off the earpieces too, and sanded them a little to make them smoother.
Now then. Lets see how to make this a little more interesting.

Step 7: I See a Red Door, and I Want It Painted Black

First I decided to spray paint all the pieces I wanted to use a nice flat black color. I did this because;
A) It keeps the original colors from showing through, but most importantly,
B) The acrylic paints I want to use do not stick to plastic!
By using sandpaper to rough up the plastic just a little, and then spray painting them with a flat black paint, it makes the surface much much MUCH easier to paint on. Trial and error. Glad I told you this trick, in case you wanted to steampunk a nerf gun or something in the future? (Thats where I got my start)

Step 8: One More Time in Original Order

I reassembled them one more time for two reasons. A) they look damn sexy now, and B) it makes it a little easier in this state to figure out what should go where.

Step 9: An Idea Is Forming!

after playing around with the pieces, I decided to turn the vent looking piece backwards, and at an angle. Now it looks like a fancy design, like a vent and a wing at the same time. Also, something I forgot to mention. The buttons that controlled the voice changer are visible here. I simply glued the plastic button part into place to make it stay. it still looks good!

Step 10: More Ideas!

I decided to keep my wing idea, and glued them into place with hot glue. I also cut a little more of the mask of for nicer definition and shape. If you notice the earpiece area is also removed, because I decided to turn them upside down, and put them in the cheek area to make gas mask canisters! Am I brilliant or what?

Step 11: It's Beginning to Take Shape!

I tacked the 'canisters' into place with superglue to see how it looks. I love it!
Remember all this time I'm also holding this against my face in a mirror to see how it looks, feels, and fits. Don't ever make something like this without trying it on every time you change something! You might get into dire straights. Aren't you glad I reminded you of that too?

Step 12: Now to Make It Visually Pleasing

Now I began to paint it using gold and copper acrylics. these are at walmart's craft section on the cheap, and are AMAZING for steampunking plastics.

Step 13: At Last, My Greatest Creation Is Completed!

I used a shirt stay to hold my mask on using holes already there on the 'wing' vents from it's original position. But any kind of strap will due. I put a lot of time and care into building this, and I think it turned out great. Let me know what you think! I hope this gives you ideas, and inspiration! Now get steampunking!