We have all heard the saying, ”Beauty is only skin deep” and that is a good thing, especially when it comes to being able to disguise beautiful actresses and handsome actors in costumes for certain characters they are going to portray. There are two different categories of makeup, straight makeup and character makeup. Straight makeup does not change the look of the actor but enhances their facial features under the bright lights. Character makeup on the other hand completely transforms the way an actor looks, for example making them look older, younger or completely unrecognizable. Sometimes the storyline in a movie requires the character to have their appearance change and that is where the creative ideas of the makeup artist come into play. From actresses who have played male characters, to cross-dressing male actors, to just plain fictitious characters, these actors and actresses listed below are a true genius to their profession. Each one of these people has earned respect amongst their fellow actors and people around the world for their great acting abilities. They have donned the wigs, masks and makeup and have put the swagger into their role to make us believe in their character. You will hardly be able to believe your eyes when you see how these beautiful and handsome people look after they have transformed into their characters.

15. Halle Berry – Stick To Catwoman

Halle Berry was transformed into six different characters for the 2012 movie Cloud Atlas. The movie is set across six different eras with multiple plots and Halle got to play in them all. From a German-Jewish woman and Korean man to an enslaved tribeswoman. For Halle, the main goal of the transformation process was that it would be believable. So believable in fact that one day when her daughter saw her in the Dr. Ovid costume, Berry said, “I swear I saw her little spirit leave her body and go to Cleveland. She’s still not over it. It was so terrifying for her, to hear my voice coming out of that man.”

14. Eddie Murphy – Jewish? Who Knew?

The 1988 romantic comedy film Coming To America had Eddie Murphy starring in the lead role, or should I say roles. The fictional story is about a prince from Zamunda who comes to America hoping to find a woman he can get married to. Eddie Murphy played not one but four different characters for this movie: the lead role of Prince Akeem Joffer, a sole singer named Randy Watson in the band Sexual Chocolate, and the barbershop owner Clarence. But the real kicker here is the role he played as a Jewish customer named Saul in the barbershop. Rick Baker was the makeup artist who transformed Eddie Murphy into the white Jewish guy and he rightfully won an Oscar for his work.

13. Angelina, I Mean Mangelina Jolie

Angelina Jolie is one of the most beautiful women in the world, so it’s not surprising that even when she is disguised as a man, she makes a handsome one. In the movie Salt, she disguised herself as a tough male naval officer and the transformation was amazing. It took hours in makeup to prepare her stunning change as she donned a fake nose, fake ears and a neck made out of latex. She was visited on set by her family and Angelina said, “He hung out with me for a while until I said ‘Mad’- and when he realized it was me he was just freaking out. Brad wouldn’t kiss me either, he wouldn’t go there.”

12. Mariah Carey – The “Precious” Challenge

We all know how beautiful Mariah Carey is with all her glitz and glamour while she belts out her ballads. Who can ever forget how stunning she appears in all her music videos with her hair and makeup done to perfection. Well, Mariah had a very difficult challenge ahead of her when she chose to play the role of Ms. Weiss, a welfare caseworker, in the movie Precious. Appearing without a drop of makeup and leaving her signature false eyelashes behind, Mariah nailed the role and won the Breakthrough Performance Award for the movie. Her face was puffy and her wardrobe was sloppy and this must have been a very difficult role for her to play so kudos Mariah.

11. John Travolta – Grease Isn’t The Word

After playing the part of a sexy teen idol in Grease or a rugged action cowboy in Urban Cowboy, John Travolta really had to think long and hard before literally saying yes to the dress. It took him 14 months to finally decide to take on the part of an oversized, protective mother Edna in Hairspray. He was so dedicated to playing Edna the way he envisioned her that he rejected many versions of her fat suit until he was happy with the outcome of her being voluptuous and curvaceous. It took five hours of extensive prosthetics and makeup to make him into Edna. He even took it so far as to wear heels for the icing on the cake.

10. Gwyneth Paltrow – Shallow Pal-trow

Super skinny Gwyneth Paltrow was completely unrecognizable as Rosemary in the movie Shallow Hal. Donning a fat suit and in heavy makeup, Gwyneth claims she really learned a lot about how people perceive overweight people. She felt humiliated and was very disturbed how dismissive people were to her while she was ‘fat’. Her suit weighted 25 pounds and it visually tripled her weight so she could appear to be a 300-pound woman. Surprisingly, the reed-thin actress claims to have many insecurities regarding her looks and once said, “I never think that I’m thin enough or my boobs are big enough or whatever”.

9. Tom Cruise – Risky Business It’s Not

We all know how many iconic roles Tom Cruise has taken on over the span of his lengthy acting career. From Joel Goodsen in Risky Business to Ethan Hunt in the Mission Impossible films, Cruise has always used his good looks to the fullest in all his movies. That is until he took on the role of Les Grossman, a studio executive, in the movie Tropic Thunder. Cruise was just supposed to be the supporting actor in the movie, but he really steals every scene he is in and puts out a top-notch performance. Surprisingly, Cruise came up with the idea for the character to be a “greedy pig studio executive who really represents the gross part of Hollywood.”

8. Brad’s Not The Pitts

Brad Pitt was nominated for best actor in his portrayal of a character named Benjamin Button, who was born as an 80-year-old ‘baby’ and then begins to age backward in life. Interestingly enough, Brad Pitt’s head is a aged using CGI for the first 52 minutes of the movie. How else but with CGI could the then 44-year-old handsome and buff Pitt transform himself into a very old and decrepit man. Amazingly enough, it is all Brad and not different actors playing the different ages of Benjamin Button as the movie takes you through his entire lifetime. Brad said, “It’s such a lovely story dealing with those universal themes of family and the people that you meet along the way”.

7. Michael Chiklis – It’s A Good ‘Thing’

TV series The Shield’s Michael Chiklis is completely unrecognizable as Ben Grimm, aka The Thing in the Fantastic Four movies. Totally transformed into a rock-like monster using heavy prosthetic makeup, he really rocked (pardon the pun) the costume being able to perform very intricately choreographed fight scenes. In the movie, former navy seal Ben Grimm is an astronaut and during a mission in space to examine a cloud, Ben is not suited up and gets total exposure to the cloud when they hit him by mistake. As The Thing, Ben Grimm possesses invulnerability and super strength and Michael was really the perfect choice for the part.

6. Charlize Theron – From Beauty To The Beast

Actress and trained ballet dancer Charlize Theron is known for being a statuesque beauty. In her role in the movie Monster, she was nowhere near beautiful and it’s hard to believe that is was even her. Her character, Aileen Wuornos, was a prostitute and she murdered six men so she was executed for it in Florida. Turning ugly for her was easily done with a set of crooked yellow teeth to mask her beautiful pearly whites and packing on a few pounds by eating tons of potato chips. Charlize did a superb job not only looking the part but putting swagger into the character.

5. Helena Bonham Carter – Human Advocate

The classic novel Planet Of The Apes was reinvented by Director Tim Burton in the 2001 science fiction film. It’s close to the same premise as the original where an astronaut crash lands on a strange planet and finds himself in a bizarre world inhabited by intelligent apes. He quickly discovers that this world is ruled by human-like apes, and it appears English is their first language and they use humans as slaves. Helena Bonham Carter plays a female chimpanzee named Ari who disagrees with the way humans are being treated and tries to do something about it. Her costume is a complete disguise from her most exquisite looks and you really have not idea it’s her.

4. Glenn (You Really Have To Look) Close

We all remember Glenn Close from her chilling performance as deranged, psycho mistress/stalker Alex Forrest in the movie Fatal Attraction. She has an array of awards for her acting performances, like two Golden Globes, four Emmys and a Screen Actors Guild Award. I guess with all the awards, she felt it wasn’t necessary for any recognition when she played an uncredited cameo in the movie Hook. She was one of Captain Hook’s pirates that were punished and put into a scorpion-filled locked trunk called the “boo box”, for not believing Captain Hook would kill Peter Pan. She pulled off the man costume without a hitch and you would never imagine it was a woman playing the part.

3. Ryan Reynolds – Barakapool? Deadpool? Deadroll!

Ryan Reynolds had high hopes for his character in the film X-Men Origins: Wolverine, but it was not to meet his expectations. Reynolds wrote the dialogue for his character, Wade Wilson, due to the writers’ strike that was taking place. His version of a wisecracking member of the William Stryker’s strike team was portrayed in the beginning of the film but it quickly ended. Reynolds character unofficially nicknamed “Barakapool” instead of “Deadpool” returned later in the story only to have his mouth sewn shut and turned into Weapon XI. Not happy with the part, Reynolds said he was told, “If you want to play Deadpool, this is your chance to introduce him. And if you don’t want to introduce him in this fashion, we’ll have someone else play him.”

2. Nick Stahl Living In The Real Sin City

The ensemble cast of the crime anthology movie Sin City is brimming with talent. In “That Yellow Bastard” Nick Stahl plays Roark Junior who is a rapist and serial killer. His dad is a senator who pays the cops to cover up his crimes, but one cop won’t be bought. In the film, he ends up having his hand, ear and genitals shot off by that very cop. Sadly, Stahl is really living in Sin City and has by his own admission struggled with booze and drugs. In 2012, he was also arrested in an adult movie store for lewd conduct. Today he is taking a short break from acting to concentrate on sobriety and his family. Good for you, Nick.

1. Matthew Fox – He sure is!

We all remember Matthew Fox as the star of the TV show Lost, but he sure never lost the kind of weight he did for his role in the movie Alex Cross, when he was stranded on that island for all those years. Fox lost a whopping 40 pounds to play the role of a tattooed, thin, ripped serial killer in James Patterson’s detective series. His scary physique was attained after five months of grueling training sessions. The trainer who got Daniel Craig’s body in shape to play James Bond, Chris Evan’s pumped up pecs in Captain America, and Jake Gyllenhaal’s abs and chest in Prince of Persia is the same guy who pushed Matthew to his limit.