I wont lie, its really thick stuff, but its best thinned out w/ a moisturizer. The other cool thing is it sits, and sets in 5 min, on the skin, so it isnt absorbed into the pores, therefore wont break u out, rub off, or wear off (u could sleep in this stuff and look the same in the AM-dont, but u can!). Even though its thick textured, its is lightweight, so its cool for people who dont like the feel of foundation, but want the coverage.