This paper proposes a real-time simulation technique for thin shells undergoing large deformation. Thin shells are almost two-dimensional structures visually well approximated as surfaces, such as leaves, paper sheets, hats, aluminum cans. Unfortunately accurate simulation of these structures requires one of the most complex formulations in continuum mechanics, shell theory [4]. Moreover, there has not yet been any work reported to produce visually convincing animation of them while achieving real-time performance. Motivated by discrete shells [5] and modal warping [3], we formulate dynamics of thin shells using mass-spring models instead of finite element models, and then apply the modal warping technique to cope with large rotational deformation of thin shells. Experiments show that the proposed technique runs in real-time, and that it can simulate large bending and/or twisting deformations with acceptable realism.