Exhibit 24.2

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That each person whose signature appears below, as a Director or Officer of
CPFILMS INC. (the "Company"), a Delaware corporation with its general offices in
the County of Henry, Virginia, does hereby make, constitute and appoint Karl R.
Barnickol, Mary B. Cody and Karen L. Knopf, or any of them acting alone, to be
his or her true lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, in his or her name, place and stead, in any and
all capacities, to sign any and all registration statements and any and all
amendments thereto to be filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, covering the registration of
$223,000,000 aggregate principal amount of 11.25% Senior Secured Notes due 2009
(the "Notes") to be issued by Solutia Inc. and Guarantees of the Notes to be
issued by the Company and other wholly-owned subsidiaries of Solutia Inc.,
giving and granting unto said attorneys full power and authority to do and
perform such actions as fully as they might have done or could do if personally
present and executing any of said documents.

Dated and effective as of the 6th day of September, 2002.


/s/ Ken Vickers                                  /s/ G. Bruce Greer, Jr.
----------------------------                     -----------------------------
Ken Vickers                                      G. Bruce Greer, Jr.
President and Director                           Director
(Principal Executive Officer)

/s/ Philip Solomon                               /s/ Victoria M. Holt
----------------------------                     -----------------------------
Philip Solomon                                   Victoria M. Holt
Vice President, Treasurer,                       Director
Assistant Secretary and
Director (Principal Accounting
And Financial Officer)
                                                 /s/ J. F. Quinn
                                                 -----------------------------
                                                 J. F. Quinn
                                                 Director