Abstract: A cosmetics case holds foundation, concealer, a mirror, and an applicator. An exterior case has a hinged, clam-shell structure with a top section, which holds a mirror, and a bottom section, forming a base for a repository for the foundation, concealer, and applicator. The repository includes a bottom section that holds foundation. A tray is sized to fit on top of the bottom section of the repository. The tray includes a first section for holding concealer and a second section for holding an applicator. An applicator is sized to fit in the second section of the tray. The repository is refillable, so that the foundation, or concealer, or both can be replaced or refilled, making the case friendly to the environment. The cosmetics are preferably non-comedogenic and problem skin friendly.