Current make-up applications rely on using photoshop tools to apply makeup on the target’s digital faces and generate results. While these applications allow customization, a customer who wants to quickly decide on the type of makeup kit to buy at a store will not find it useful. The customer might just want to find out how the make-up look on the cover or billboard will look like on her face. The goal of this project is to use an existing reference image of another subject with a make-up applied, and transfer the reference’s make up on the target’s face. The application can be further extended to photo retouching and illumination transfer from the reference image to the target.