This paper proposes a real-time simulation technique for thin shells undergoing large deformation. Shells are thin objects such as leaves and papers that can be abstracted as 2D structures. Development of a satisfactory physical model that runs in real-time but produces visually convincing animation of thin shells has been remaining a challenge in computer graphics. Rather than resorting to shell theory which involves the most complex formulations in continuum mechanics, we adopt the energy functions from the discrete shells proposed by Grinspun et al. [GHDS03]. For real-time integration of the governing equation, we develop a modal warping technique for shells. This new simulation framework results from making extensions to the original modal warping technique [CK05] which was developed for the simulation of 3D solids. We report experimental results, which show that the proposed method runs in real-time even for large meshes, and that it can simulate large bending and/or twisting def...