A retractor system for use in dynamically retracting the skin adjacent to an incision in a panniculus of a patient during a laparotomy or Cesarean section includes a support frame with at least one support member disposed above the panniculus of the patient, and an upper retractor that includes: a first resilient member including a first support member end attached to the at least one support member, and a first patient attachment end for attaching to the skin of the patient adjacent the incision in the panniculus; and a second resilient member including a second support member end attached to the at least one support member, and a second patient attachment end for attaching to the skin of the patient adjacent the incision in the panniculus. The first and second resilient members are responsive to the respiration of the patient.