Abstract: A make-up case configured to hold a variety of cosmetic items is disclosed. The make-up case comprises a plurality of internal compartments for the storage of various predetermined cosmetic items such as for example a full size lipstick, an eye liner pencil, a lip liner pencil, a pencil sharpener, etc. In addition, a pair of cosmetic cover assemblies are provided which accept a replaceable tray of cosmetic material such as face powder, blush and eyeliner make-up.