A device is provided to apply make-up (10) in low-light situations. The device has a body tube (14), with a first and a second and a intermediate portion therebetween. The first end has a radial cross-section with an inner portion and an annular outer portion. Mounted in the inner portion of the first end is a make-up (10) applying means (16). Surrounding the make-up applying means (16) is an illuminating means (22) for illuminating, positioned in the annular outer portion of the first end. It is adapted to project the illumination axially outwardly. The illuminating means (22) is power by a powering means (24) is activated by a switch (621). In some embodiments, a second make-up applying means (16) is mounted in the second end.