The lovely and talented Celebrity Stylemaker & makeup artist, Rachel Goodwin was very generous to share with us her makeup application process for the gorgeous Penelope Cruz at this year's Academy Awards ceremony. Rachel created a classic face on Penelope - but with an unexpected twist. As the master of the smoky eye, Rachel decided to create a NAVY smoky eye on Ms. Cruz. She wanted Penelope's beauty look to be "all about her eyes." Rachel kept the rest of Penelope's face toned-down a bit to bring attention to her beautiful eyes. "Navy is a different color choice from the norm, but it is also such a classic. I wanted to make a classic look - modern." With Penelope's gown and hair, the makeup pulled everything together - all the elements made perfect sense together. Job well done, Rachel. Congrats, Penelope looked stunning. Read on to learn how to "Get the Look" for yourself:

FACE:
1. Rachel prepped Penelope's face with Amore Pacific Moisture Bound Refreshing Hydra-Gel, especially around the eye area. The Hydra-Gel is a "mineral-rich, oil-free gel that promotes cellular energy and prevents aging." The gel cools and refreshes the skin, while providing immediate hydration.

2. Next, Rachel used ReVive Cleanser Exfoliant, on Penelope's lips to prep them for the long evening out. Rachel wanted to make sure that Penelope's lips were properly exfoliated in order to ensure that they would not crease or crack due to dryness during the ceremony.

3. Rachel applied YSL Matt Touch Oil Free all over Penelope's face as a makeup primer before applying foundation. This makeup primer is perfect for smoothing out the skin and refining skin texture, while preparing the skin for makeup. Rachel explains, "YSL Matt Touch creates a satin, velvety finish - offering a perfect canvas for makeup that will last throughout the night."

4. Rachel then used Chanel Teint Innocence - Naturally Luminous Fluid Makeup in Soft Honey all over her face - making sure to blend the light foundation in evenly using her handy Beauty Blender sponge. "I wanted to match the foundation to Penelope's natural skin tone. I didn't want to make her too bronze, since she already has naturally glowing tan skin."

CHEEKS:
1. Rachel contoured Penelope's cheeks with a Guerlain powder called Guerlain 'Parure' Compact Foundation with Crystal Pearls SPF 20 in a soft taupe color. "I didn't want to do anything too crazy on Penelope's cheeks because I wanted the focus of her look to be on her eyes. This Guerlain powder is the perfect tone for her - and not too peachy.

2. Rachel then applied the classic NARS Blush in Orgasm to the tops of the apples of the cheek. "In order to freshen up the face, I applied Nars Orgasm to the apples of Penelope's cheeks and along the cheek bone. This color is also great because it creates a soft flush of color that is not too distracting."

EYES:
1. On Penelope's eyes, Rachel used a blue eyeliner pencil - Chanel Le Crayon Yeux in No. 19 Blue Jeans to rim inside and out along the eyelid to create the perfect cat eye / almond shaped eye on Penelope, which pulled Rachel's vision and the whole look together.

2. Next, Rachel pressed a blue shadow from the Chanel Quadra Eye Shadow in Blue Celestes over the liner - close to the lash line and blended softly.

3. Rachel added the pearly-white color eyeshadow from the Quad to create a slight highlight along the brow bone. She made sure that the color was light and pale to bring attention to the eyeliner.

4. Rachel curled Penelope's lashes twice and applied 2 coats of L'Oreal Voluminous Waterproof Volume Building Mascara in Black. She did not use any false eyelashes!

BROWS:
1. Using Cle de Peau Eyebrow and Eyeliner Compact, Rachel defined Penelope's brows and elongated them to match the cat eye finishing-off the entire look.