ELTs will bring galaxies within 5 Mpc or more “as close as the Magellanic Clouds”. This is why stellar populations is such an exciting subject for ELTs. We can resolve galaxies into stars and learn their history (1) from the “fossil record” of old stars and (2) looking back in time. The confrontation of these two views will bring important new insights in the star formation history of galaxies and stellar evolution, at the same time.