Her intense blue eyes study the watercolor sitting on the table before her.

“The lipstick is not good,” she says.

Her voice is as fragile as Sue Rhodes looks. She is a delicate, 87-year-old woman with dark gray, chin-length hair, thin shoulders slightly bowed. Her right hand trembles as she scrutinizes the painting, a profile of a woman with a Lois Lane hairstyle, bright red lips and a soft pink blouse.

“This looks like ladies in the ’40s and ’50s,” says Lisa Hut, a volunteer artist sitting next to Sue. “Think of a name for it. Does it remind you of anybody?”

“No, but I’ll do what you tell me to do.”

“I’m not going to tell you to do anything,” Lisa says gently.

Sue glances at her painting again. “It looks all right, like that.”

“How about a story? Does it make you think of anything?”

“She did so-and-so.”

“I wonder what so-and-so is,” Lisa muses.

Sue takes her brush and slowly deepens the pink edges of the blouse. Then she holds up the painting.

“Oh, my gosh,” Lisa says. “It looks so good.”

Sue nods softly. She smiles.

Lisa: “She looks happy to me.”

“She does to me, too,” Sue says, “except …”

And her voice trails away as she begins another painting, her mind, perhaps, chasing a fleeting memory.

The light-filled room is replete with remembrances, some unwittingly captured on paintings scattered across the tables, others flitting in and out, coming close, teasing their owners but then darting away.

The eight men and women, in their 70s and 80s, work intently, dipping brushes into Styrofoam cups of water, swirling them into the chosen hue of their watercolor paints, then stroking the color onto paper. Intermittent conversation and laughter interrupt the tranquility.

They are grandmothers and grandfathers, a hydrologist, a children’s vocational nurse, a dentist, an FBI secretary. All in varying stages of dementia or Alzheimer’s, they share the painful reality of a fading mind. They’ve come to their weekly painting class, where they sometimes discover lost memories, but always find companionship and joy and moments of peace.

“So much of this disease is hard and sad,” says Sara Spaulding, spokesperson for the Alzheimer’s Association of Colorado, whose husband died at 63 in 2010 of Younger Onset Alzheimer’s after battling the disease for 10 years. “This program, however, offers light and laughter … not only to the participants but for their families.”

The program is Memories in the Making. It provides archival supplies — the same brushes, paints and 140-pound paper used by professional artists — to participants, who with guidance from volunteer artists, create art that often correlates to hidden memories. Research shows short-term memory generally declines first, while the part of the brain associated with distant memories is often the last to go. Art and music are among the few ways a patient — whose confusion has impaired verbal skills — can still communicate.

“They have a point of contact,” Spaulding says. “They’re not able to really remember family and friends. But looking at the art … they’re talking to the volunteers, to each other. It keeps the brain active. That socialization is really important. Then there’s the self-esteem. They have a purpose — to come to class to create something.”

The volunteer artists don’t do any of the work. They might help a hand close around a brush or suggest direction. But “we never draw a line,” says Lisa, who volunteers at Emeritus Denver, a care facility in southwest Denver, one of 45 in the metro Denver-Boulder area that offers the program.

Kim Franklin runs Memories in the Making at Emeritus Denver. A former hairstylist who worked her way from styling residents’ hair to life enrichment director, she believes God brought her here to help guide residents “through their final journey home.”

“I put myself in their shoes,” she says. “Can you imagine at 88 years old, going to a door and it’s locked and you can’t get out? I just want to give them that dignity here …. They kind of go into another world when they’re painting.”

John George looks at a photograph of an old Lincoln as he dips his brush into the black circle of paint in his watercolor box. John, once a hydrologist, is 82 with a deep gravelly voice and a gray mustache that matches his hair.

“I’m not much of an artist,” he says. “I just go slow.”

He peers through his glasses, comparing the painting to the photograph.

“I’m just transferring some data from that nice photograph to something less than nice. I’m trying to figure out what to do with the grill.”

He hums, a throaty low rumble, and dabs his brush on a paper towel. “This is not gray enough,” he says of the grill.

Then: “It’s fun to fool around. Be sure we’re taking this as seriously as necessary, calling it a fool-around. Paul’s good. Paul’s the talented one of the group.”

Paul Schoolcraft sits across the table, a blue cap on his head. He is intently sketching a sailboat in front of a train on a bridge. Various photographs of trains and sailboats are scattered around him as he glances from them to the paper and back again. A former dentist, now 85, he is so focused he doesn’t respond.

“How old am I?” John asks in response to a question.

“You’re 27,” answers a woman with cottony white hair painting at the next table. Bettie Van Zetten smiles.

John laughs. “Turn it around. More like 72. Wait — more like 74!”

“Best review,” he says, looking at his painting, “this is a no-talent thing. Patience — patience is more important than talent.”

With a little urging from Lisa, John talks about a long-ago passion for cars. “As a young man I worked on cars,” he tells her. “That was the only way you could keep them running.”

A painting he completed some time ago, depicting a lake with a lighthouse, brought back memories of days spent at his grandparents’ lakeside home in Michigan, tales his family hadn’t heard in a while.

“We’re able to pull from them these nuggets of memories,” Spaulding says. “It’s a real bright spot for families.”

His painting finished, John closes his watercolor box.

“You’re an amazing artist,” Lisa says, studying the Lincoln, shaded in varying tones of black against an eddying backdrop of green bushes.

“Well,” John says, “thank you. It’s fun.”

Not every painting elicits recollections for the artists.

And “sometimes, you never know if the stories are true or not,” Lisa says. “But then you get to the point where it doesn’t matter, because it’s true to them.”

Although John, who had never picked up a paintbrush before starting the class about 1½ years ago, will say he’s not talented, he is.

“He’s a really, really good artist,” Lisa says.

He’s so good that two of his paintings were selected for the annual Memories in the Making auction, held last week in Denver. Some 4,000 pieces are submitted from program participants throughout Colorado. Juried by professional artists, about 75 are selected. Some are then paired with 30 professional artists, who choose a piece of artwork and reinterpret it the way they see it.

Morrison artist Margaretta Caesar, who paints with oils, has participated for about four years. She still remembers the first time she walked into the exhibition room with tables covered in “magnificent” watercolors.

“We were told to find the one that speaks to us. But you look at the mixture of talent — the joy, the passion, the emotion — and on the backs are little stories about their inspirations. You just get so moved by it.”

This year, John’s painting of a steer called “The Steer Leader” captured her interest. A longhorn lives not too far from her home. But even more than that connection, “what really grabbed me was the composition. The artist really nailed it …. He had worked very, very hard to capture the color in the background. I just thought the piece was top-notch.”

For families, selection of loved ones’ art for the auction, which raises more than $400,000 for the association statewide, is an optimistic moment.

“Often the call that comes from a care facility is about a new difficult behavior or yet another loss of skill or memory proving challenging for the staff,” Spaulding says. “The call from one of our volunteers letting them know a watercolor created by mom, dad or a spouse has been selected for the auction brings a moment of joy, and once they see the piece, often of wonder that a loved one created something beautiful with no previous art ability — and warmth for a memory shared.”

Before the auction, a tea is held for participants where they see their work displayed. John attended with his wife, Lee. “The Steer Leader” was one of the showcase paintings.

“He had a hard time understanding why people were making such a fuss over him,” Lee says.

She told him the painting was his.

“But I didn’t do that.”

“John, that’s your signature.”

John’s big hobby throughout his life had been photography. And, Lee says, he always had a good sense of light and space, which seems to have translated into his new pastime.

She’s watched how he enjoys painting.

“He’ll spend a long time — his attention is fixed right in the painting the whole time he’s doing it,” she says. “He is amazing.”

But John, like many others, doesn’t remember what he paints.

Bettie Van Zetten bends toward the paper, concentrating, brushing small black strokes along the outline of an angel, sketched from the small, wooden figure on the table.

“Do you think you want to do some blue up here?” Kim Franklin encourages, pointing to the background behind the angel.

“More blue sky,” Bettie, 80, agrees. “Not too much. I’ll thin it out.”

“See,” Kim says, “you do a good job.”

Bettie, her once jet black hair now completely white, blots water off her sky.

“See the box there?” Kim asks, pointing to the box cradled in the angel’s hands.

“What is the box supposed to be?” Bettie wonders. “I was going to say it’s the FBI’s secrets.”

“Oooooh,” several people around the table say.

“What color box would the FBI have?” Kim asks.

“One of the things about working for the FBI, they were never, ever evil to you.” Bettie leans back and clasps her hands. “They would say, ‘We are special and so are you.’ ”

She holds up the painting.

“A red box — all the secrets in there.” And she dips her brush into the red paint.

Bettie did work for the FBI in Washington, D.C., and in Denver as a switchboard operator and secretary. She has letters from J. Edgar Hoover commending her for good work and her research and help in the Coors kidnapping case in 1960.

The mother of two children, she raised them on her own after a divorce when her oldest, her son Barry, was 10. At one time, she did paint. But what her children remember most is how she made flower sculptures from discarded aluminum sheets, how she decorated objects with paper cut-outs, how she loved music and even tap-danced.

“She was always creating something or trying to create something,” says daughter-in-law Eileen Van Zetten, Barry’s wife.

Born in Kansas, she traveled with her family to many rural areas during the Great Depression and came to love the outdoors. Her paintings often reflect that inspiration and her deep faith, her family says.

“I can see her spirituality in them and her love of the outside,” Eileen says. “For all of us, it’s a way to see that what she’s actually thinking and feeling is beautiful.”

For the auction, Bettie’s landscape, a mountain scene draped in blue, gold and green hues that she named “God’s Beauty,” was paired with a photograph from renowned Colorado nature photographer John Fielder. Unbeknownst to event organizers, over the years Bettie had collected just about every Ansel Adams book of nature photographs; son Barry is a huge Fielder fan.

So when Eileen and Barry saw her painting next to his photograph, they held hands and cried.

“We were both so touched by how this came together, her vision and his vision, and it was almost overwhelming,” Eileen says. “It was one of the most moving things I’ve seen in many years.”

For Barry, his mother’s paintings keep them close, Eileen says. “This is like a way of holding onto a piece of something she feels for him.”

Bettie, absorbed in the angel, adds color to a wing.

“I’d love to be an artist,” she says. “Wouldn’t it be fun to be an artist?”

“OK, Bettie, last thing,” Kim says. “Do you want to do something for the dress?” She hands Bettie the angel so she can feel the wood and understand the texture.

“How would I make it?” Bettie asks.

Lisa: “We have silver paint.”

There is silence as Bettie adds water to black paint.

“This looks gray, doesn’t it?”

Kim: “Probably if you use less water.”

“It’s getting more, more silver.”

“So,” says Kim, “every artist names their painting.”

Bettie quickly responds. “Good thing I’m not an artist.”

The class ends and Bettie, Sue, John, Paul and the others close their watercolor boxes, each labeled with their names. They leave quietly, with smiles and goodbyes to each other, and a few hugs for Lisa and Kim.

On the table is Bettie’s angel. It wears a silver-gray dress and holds a red box. The sky behind her is Colorado blue.

Kim has written Bettie’s name on the back, along with the title Bettie gave it: “Secrets of the FBI.”

To contact the Alzheimer’s Association of Colorado, call 800-272-3900 or go to alz.org/co.

Ann Macari Healey’s column about people, places and issues of everyday life appears every other week. She can be reached at ahealey@ourcoloradonews.com or 303-566-4110.