1. Begin with a bit of foundation (I used Kevyn Aucoin's The Sensual Skin Enhancer ) and some concealer if needed.

2. Fill in your brows and apply a base or shadow on your lids. (I used Rimmel eye shadow in Smoky Quartz to fill in my brows and the sandy shade in Revlon's Colorstay 12-Hour Shadow Coffee Bean set on the entire lid, from lash line to brow. Then apply a minky brown shadow with a bit of shimmer on the entire lower eyelid and a dark brown shadow near the lashline, extending out past the corner of the eye, making sure to blend in the line with your fingertip. Then take a third shadow in a shimmery bronze-pink and apply it to the inside half of the eyelid, from corner of the eye to just above the brow bone. (I used Clinique's High Impact Eye Shadow Quad in Spicy - the shade isn't on their site, but you can get it in-store)

3. Add liquid eyeliner (very carefully!) to the top lash line from very inside corner and wing it out slightly at the end. Then add liner to the inside of the lower lid. Make the line meet at both corners. (I used Maybelline Waterproof Liquid Eyeliner in Black.) Then use mascara on the upper lashes only. (I went with my personal favorite - Maybelline Full 'n Soft Mascara in Black Waterproof.)

4. Apply blush. I like to swirl some on the upper cheekbones...

5. ...and the mid-front cheek - if you make fish lips, think of the area that becomes hollow. (I used Clinique's Soft Pressed Powder Blush in Plum Gorgeous.)

6. I then filled in my lips with Victoria's Secret Autumatic Swivel-Up Lip Liner in Cocktail. Don't just line them, fill them completely in - it gives a more natural look under lipstick and gloss. The KEY is to get as close to your natural lip color as possible.

7. Apply lipstick in a slightly dark shade in a low-gloss or matte shade. (I used OPI's lipstick in Innsbruck Bronze, a very lightly frosted color that is MUCH prettier on the lips than in the tube. I then decided I wanted a bit more of an "edgy" look to the eyes, so I took a bit of that dark brown shadow on my eye quad, and used the applicator to smudge some under my eyes for a more smoky look. Then I dusted some Bibo Cosmetics Apparition Illuminating Pressed Powder over my entire face for some glow and to cut down shine.

...Here's what I used to get this look: