For the modeling I used 3ds max, texturing was done in Photoshop, 3ds Max and Mudbox
It was the first time I used mudbox, it has a really powerful painting environment compatible with photoshop.
First I made a paint to have an idea what I wanted to make, then I modelled, unwrapped, textured and set it up in UDK.
30 000 tris total, runs realtime in UDK.