What happened to you, Katie Holmes?
The face of Bobbi Brown attended the Tribeca Film Festival premiere of "Miss Meadows" on Monday and made a serious red carpet misstep.
Sporting a messy shaggy 'do that did nothing to enhance the actress' pretty features and wearing an unflattering red duchess satin Zac Posen frock, the 35-year-old looked worlds away from her former chic self.
One of the major problems with the ensemble was Tom Cruise's ex's makeup: a glossy mauve lip and purple eyeshadow couldn't hide the dark circles under Katie's eyes. (Tip: a quick brush of blush and some foundation would brighten her right up.)
Another problem was the off-the-shoulder stretch dress, which featured an unflattering bodice with the dreaded nipple darts and exaggerated hips, which looked cool on the runway but didn't translate well in real life.
What do you think of Katie's Zac Posen dress?
See Katie through the years: