To achieve a glamorous glow, choose neutral powders and foundations. For the face, use a sheer foundation shade as close to your natural skin tone as possible and apply to any areas of the face that need evening out. Blend well. For those who do not use foundation, make sure your blush is either a subtle pink, or even bronze color - choose whichever compliments your skin tone. Apply blush one light layer at a time until you have a delicate, pink glow. Williams said he is a fan of Laura Mercier. You may want to try her natural blushes that provide a soft and sheer look (lauramercier.com; $20).

For your eyes, you want them to be more dramatic and fun. Williams said many go for the "smokey" look. However, to look different and unique, try to pull off "smokey" eyes complimented with color. Choose a color that flatters your dress, whether it's a blue, pink or purple hue; apply from the lid to the crease. Dot some color in the inner corners of the eyes for extra glamour. Then apply a darker hue of the color you chose in the crease from corner to corner and on the outer third of the lid. If you really want to enhance this dramatic look, apply a shimmering flesh or pearl color under the arch of the brow to lift the eye. Williams said his favorite products for eye shadow are from Vincent Largo (sephora.com; $26). Once you have your color, line the entire eye with a dark black pencil to get the "Smokey" look. Finish the look with applying mascara on upper and lower lashes; your prom date won't be able to stop gazing into your beautiful "Smokey" eyes.

To make your face even more chic for the night, don't shy away from adding color to your lips. Williams said this season, "pink and red colors will be popular for the lips." Before you choose your color, get glass-smooth lips by brushing them very gently with an old, soft toothbrush. Then apply petroleum jelly and allow it to soak in for 30 or more minutes. Once your lips are moisturized and glass-smooth, pick a pink or subtle red lip liner and lipstick (preferably in a berry or watermelon). Line your lips and apply color, then apply gloss to give lips a kissable shine. Williams' favorite products for lips are Versace (strawberrynet.com; $22), Bourjois (sephora.com; $15) and Anna Sui (annasuibeauty.com; $13).

Once your look is complete, you'll be prepared to enjoy a night you will never forget. Remember, you will glow with natural beauty, so use the makeup to enhance your naturally flattering features. "Make it fun and make it simple," advises Williams.

- Jacqueline Howard, Associate Editor