Halloween is supposed to be scary, but there’s no reason you can’t be spooky and adorable!

Sam shows you how to transform into a Chesire Cat (creepy smile and all!) in her new video with the help of her adorable daughter, Lily.

Don’t have enough minutes in the day to watch the whole thing? Check out the highlight reel:


Items needed:

+Gray, black, green, and white face paint (try Snazaroo.com)

+Miracle sculpting spongemiracle mini eraser sponge, shading brush, fine liner brush, and accent brush

+Cat ears

+Optional: Red and pink lip liner


Furry Face

Take a damp miracle sculpting sponge and use the large flat side to press the gray face paint all over the face. Prep your hair with mousse if you want to paint into the hairline.

Flip the sponge and use the small edge to draw on stripes with the black paint. Press gently down the center of your face and into the hairline. Add several along the temples, cheek bones and neck. Don’t worry about being perfect—it’s supposed to look like fur!


Illuminated Eyes

Dab your shading brush into bright green paint and draw a half moon shape over the entire eyelid and into brows.

Grab your fine liner brush and outline the green “eye” with black face paint, running the paint along the lower lash line into the corner of the eye.

Shut the eyes and sketch a thin oval shape over the center of lid to create the pupil, making a slight flick to connect the bottom line with the upper line.

Lightly apply white paint over corners of eyes with your accent brush.

Dab on a dot of white next to the pupil with the tip of a clean fine liner brush for a pop of light.


Feline Flourish

Add white detail into the fur with white paint and your miracle mini eraser sponge. Press the flat edge up the nose and around the top lip, and use the tip to highlight above the eye.

Grab your fine liner brush and some black face paint and follow the upper shape of the nostrils then cross over the tip of the nose.


Creepy Smile

Sketch on the perimeter of your oversized grin using the same fine liner brush. Scruffy is okay—there will be a lot of teeth and fur to cover it.

Start painting the teeth in using your fine liner brush and black paint. Draw on the four middle teeth and then the extend the “fang” tooth onto the lips. Continue to outline teeth, then fill in the empty space with black paint.

Take a clean fine liner brush and fill the teeth in with white paint.

Line the outside of mouth with a “blood red” lip pencil or red face paint.


Wicked Whiskers

Add whisker detail with by using your fine liner brush to apply white paint above the mouth, tip of the nose and over eyes.

Paint gray whiskers over the eyes, cheeks and chin for dimension.

Place on cat ears and add gray paint over the center of ears.

Fill in the nose with a nude pink lip pencil.


P.S. Now you can immediately get every brush used to create your favorite looks. View any tutorial on RealTechniques.com and find every brush described listed below the video. Click the “Add to Bag” button to purchase, and you’re ready to start creating dazzling new looks!