The foliage isn't the only thing changing color this fall. Much like the leaves on stone cobbled streets, autumn’s makeup trends are romantically somber in shades of golden brown, burgundy, crimson and dusty rose. Forget about the shimmering pastels of the beach bunny set. The au courant look for the new season is smoldering, grown up, and sexy. If Hollywood sirens’ faces are any indication of what is to come, brace yourselves for matte red lips, smoky eyes and pale complexions. This holiday season think come-hither sensuality with a tinge of vulnerability.

The lead lady of Almodóvar's new film Volver is the original femme fatale. Her dark rimmed eyes and fleshy red lips are what sizzling dreams are made of. Despite her irresistible sex appeal Penelope always manages to look classy and out of reach. To emulate her sophisticated look...

• Apply oil free matte foundation where needed using a clean foundation brush.
• Dab creamy cover-up stick matching your skin tone under the eyes. Blend, blend, blend!
• Using a brush apply concealer over pimples, freckles and scars. Aim for surgical precision.
 
• Dust the face with light-weight translucent powder.
• Using your ring finger apply golden brown cream eyeshadow from the lashes to brow. Then define the crease of the eyelid with an edged brush dipped in dark chocolate powder eyeshadow. Blend the pigment following the natural curve of the eye.
• Using black kohl pencil line upper and lower eye lids. Go over the upper lid with a flat brush using black eyeshadow in powder form, darkening and thickening lower and upper outer corners.
• Finish the eyes with jet black elongating and volumizing mascara. Apply two layers on top and bottom lashes.
• Sweep peachy bronze blush over the cheekbones; drawing the color out and up towards the temples.
• Define the mouth with pink liner.
• Apply dusty rose lip color over the pout. Fold a piece of rice paper in two and blot. Reapply color for longer wear.

Kristen Dunst has been instrumental in resurrecting Marie Antoinette. Her success in depicting the teenage queen in the new Sophia Coppola film has miraculously brought the original fashionista back from the dead. To indulge in a bit of dewy innocence, a dash of whimsical beauty, and a whole a lot of cake a lá the French...

• Smooth light weight tinted moisturizer with light reflecting particles over the face.
• Cover imperfections and dark under eyes with concealer – prefer yellow undertones. Use the fingertips to "melt" the product into the skin for seamless results.
• Skip foundation and brush the t-zone with pressed powder.
 
• Apply iridescent blue eye shadow over the lid, making sure to stop at the crease.
• Brush pearly white eye shadow in the inner corners of the eyes. This will help “open up” and brighten the gaze.
• Line the eyes with a liner brush dipped in dark brown cream liner. Contour of the lash lines with a steady hand. On the upper lid extend the liner slightly out and just beyond the eye.
• Line the inner bottom lid with a brown eye pencil.
• Glue lashes to upper lashes.
• Fill in the brows.
• Warm up deep pink cream blush between fingers using circular motions and dab over cheekbones.
• Frame the lips with pink liner, following the mouth’s natural shape.
• Fill in the pout with pomegranate colored lipstick. Blot with rice paper and reapply.

Whether playing a gorgeous elf on the Tolkien Trilogy or Brad Pitt's wounded wife in the thought provoking film Babel, Cate Blanchett demands attention. Hers is a timeless beauty, thrillingly romantic and poetically pure. To emulate Cate's captivating look...

• Cover problem areas with concealer taking care to leave as much smooth, bare, alabaster skin as possible.
• Buff translucent pressed powder over the complexion using a plush round brush.
• Apply creamy eye tint in shimmering copper over the lid from the lashes to the brow.
• Loosely fill in the brows with a pencil, avoiding an overly structured look.
 
• Apply pinkish red cream blush over cheekbones and extend toward the temples with finger tips.
• Line the lips with deep red liner.
• Fill in the pout with vermillion or scarlet lipstick. Blot and reapply until reaching a deep matte consistency.