It doesn't take much to make Megan Fox look gorgeous. But for our March issue, Bumble and bumble hairstylist Jimmy Paul and makeup artist Lucia Peroni worked their magic on the sultry star. The Craig McDean shoot took place near the Santa Fe set of Passion Play, the movie she's filming with Mickey Rourke and Bill Murray. She arrived to our shoot after an all-nighter, dressed tomboy-like in a hoodie and Ugg-like boots.


Jimmy Paul: Very, very different than what you would expect. She has a very quiet voice and she's tiny. She was incredibly gracious and up for anything.

In our photos, she has a much more natural look than we're using to seeing.
Lucia Peroni: The makeup was very minimal—she's got an amazing face, great skin, the whole package. We just did a little bit of mascara and a tiny bit of shine on her eyes and a little bit of lipstick.
Jimmy Paul: We didn't want it to look too stylized. Here you get to see what a beautiful girl she is. She has almost completely straight hair so I added body with our Thickening Spray, which gives it this rock and roll texture. Then I used a curling iron to give her hair some movement, and put Surf Spray on the ends to make it look even rougher. It looked sort of like she just came off the beach, very modern.

[#image: /photos/58539da257dfc3b0230f8768]|||||| She looks almost a little younger, don't you think?
Lucia Peroni: Yes, we just wanted to make her look really beautiful, and almost her age in a sense. A lot of Hollywood people they tend to wear too much makeup. We wanted to keep Megan very fresh and young looking.

Did she have a certain idea of how she wanted to look?
Lucia Peroni: I think she's very particular about her eyebrows, but otherwise she's not demanding at all. In fact, she was so unassuming she didn't even look at the pictures while we were shooting.

That's probably never happened before.
Lucia Peroni: I think it is a first.

Check out our video from the set of the Megan Fox shoot.