*This is an idea I got while watching the movie Burlesque, during a scene in which Christina Aguilera has just started working as a dancer, and Cher is showing her how to put on her make up properly because her mother died before she was able to learn from her. It's a heart-warming scene, and I just thought that it would make a sweet scenario. Enjoy! Please review and comment. If you have any criticism, please make it constructive!

DISCLAIMER: I don't own any of the Cardcaptor Sakura characters or places, they belong to CLAMP. I also don't own the idea behind the story, taken from the movie Burlesque. That belongs to Screen Gems Inc.

BLEEP BLIP-BLIP BEEP BLIP

Kero's concentration was all on his video-game. 'Almost to the top score… just a little more…Yes! Now to beat the high score…Just a few more points…and…'

"AARRRGGGHHH!"

Kero jumped out of his skin as his high score was shot to hell in the form of a very girly scream coming from the bathroom. With tears virtually forming, he sighed and switched off the TV. He flew up and made his way to the bathroom door. Luckily, Sakura's father and brother were out at work, or he would have had to lie low.

"Sakura?" he called, flying over to the door, "Are you alright? Because if it's another spider…You can squish it on your own!"

The bathroom lock clicked and the door opened. "Whoa!"

Kero was so surprised; he nearly fell to the floor. There was Sakura, in her bathrobe, with bright red lipstick all over her mouth, bright blue stuff on her eyes, and two circles of bright pink on her cheeks. She also had, what looked like, black tracks under her lashes, which were now thick with some kind of gooey black stuff.

"Sakura…" Kero began, "What in the World is all that?"

Sakura hung her head, her bangs falling over her face, "Makeup." She mumbled.

Kero had to stuff his paw into his mouth to keep from laughing. "Is it…supposed to be like that?" he asked inwardly sniggering.

"OF COURSE IT ISN'T!" she yelled.

"PHAHAHAHAHAHA!" Kero just couldn't contain himself any longer, this time he did fall to the floor, in fits of laughter.

"Kero! It's not funny!" Sakura scolded.

"Of course not, you're right, Sakura. IT'S HILARIOUS! HAHAHAHAHAHA"

Sakura ran back into the bathroom and began filling the sink with water. Kero floated in to join her, chuckling.

"I'm sorry, Sakura, you just look so ridiculous! Why are you playing around with this junk?" he asked, landing next to a small bag, which lay open to reveal the offending items.

"Because, we have our first formal dance to celebrate moving on to start Tomoeda High in the next Term. Like a sort of Goodbye to the end of our old school life, and a Hello to the beginning of our new one." Sakura sighed, grabbing a face towel and dunking it in the water before wiping off all the make-up.

"All of the other girls are going to wear make-up, because we're getting older, and we want to look more mature and pretty."

Kero flew over to Sakura and brushed her hair out of her eyes.

"But you already look pretty. All that stuff just made you look like a clown! Trust me, Sakura, you're a lot prettier without it."

"Not if you do it right, Kero." Sakura sighed and looked up into the mirror. She had a pink stain on her lips where the red lipstick had been, and the mascara and eye shadow had blurred together and given her eyes the look of a beaten panda bear! She wet the cloth a second time and tried again. "All the other girls have their mothers to help them. Mine is gone, so I have to figure this out by myself." She said quietly.

Kero immediately felt bad for teasing her.

"Hey, cheer up, Sakura. Why don't you ask Tomoyo? I'm sure she'd know!"

"Yeah, I'll have to. I just can't get this right." She frowned.

"What if you try again? It might go better the second time round." Kero suggested hopefully.

"Kero, this was my fifth attempt!"

Kero told himself not to laugh. "Oh, I see. Yeah, I think you definitely need Tomoyo's help with this one!"

Sakura looked down at the once-yellow face towel, which was now stained with bluish, blackish red blotches. She tossed it into the trash can. 'I'll buy a new one', she thought, 'This one was beyond help!' "Well, I'm going over to Tomoyo's tomorrow, she wants me to try on the dress she's been making for me. I'll ask her then." Sakura towelled off her now clean face, grabbed the makeup bag and switched the bathroom light off.

Once back in her bedroom, she stuffed the makeup bag into her satchel. Kero floated over to the desk and sat down.

"Wait, don't you have school tomorrow?" Sakura nodded.

"I'm going to Tomoyo's after school. She has the dress finished, but she wants me to try it on in case it needs any modifications so she has time to do them before the dance next week." Kero pondered quietly for a moment before he spoke up again

"What about the guys?" he asked suddenly. Sakura looked at him, confused. "What do you mean?"

"Do the guys have to wear makeup too?"

Sakura blushed and chuckled. "Not really, Kero, makeup is more of a girl's thing. I think guys only wear makeup if it's ceremonial, or for performances, and even then, it's a different kind to a girl's." Kero looked almost disappointed.

"Too bad, I would almost give up my treats to see the Brat wearing all that stuff!" He chuckled.

Sakura blushed even more and had to fight off a giggle at the thought of Syaoran wearing makeup.

"Is he going too?" Kero asked.

"Yeah, we're, uh, going together." Kero looked up at Sakura,

"What do you mean? Like a couple?" Sakura was now turning the same colour as her lipstick.

"Yes, Kero. Most couples are going as actual couples (!)" she replied sarcastically.

Kero smirked as he flew over to the nightstand above Sakura's bed and started to sing his current favourite, "Sakura and Li…Sitting in a tree…K-I-S-S-I-N- OUCH!" he yelled as Sakura's pillow flew towards him and knocked him off with an alarming accuracy.

"Tomoyo, do you really have to record this?" Sakura asked her best friend as she took the bag that held her dress and made her way over to the curtained dressing room in Tomoyo's bedroom.

"You know me, Sakura, I never pass up an opportunity to film you!" she replied, swinging the camera around. "Oh no!"

Sakura looked over at Tomoyo as she heard her cry out "What's wrong, Tomoyo?"

Tomoyo started fiddling with her camera. "My batteries are dead!" She said holding the lifeless battery pack in her hand "Hold on, Mother might have some spares, I'll go find them. You put on your dress, and I'll be back in a few minutes!" with that, she was gone, leaving Sakura standing there.

Sakura sighed and her eye was caught by Tomoyo's dresser as she turned round. She had so many bottles and jars and brushes of makeup. Sakura sat down on one of the small sofas across the room, took out her own makeup bag and took inventory of the contents inside.

There was a tube of mascara, a set of three lipsticks, one red, one pink, and one a peachy coral, face powder, four colours of eye powder (including the offensive blue), blush powder, a small jar of eyeliner and a small assortment of brushes. Sakura expelled a breath despairingly.

"Sakura!" She turned and saw Tomoyo's mother, Sonomi, stood in the doorway. "I knew Tomoyo said you were coming over today! I'm glad you could make it!" She said, rushing over and enveloping Sakura in huge hug.

"It's no problem, really. I'm happy to come over anytime." Sonomi smiled down at her "And you're welcome anytime."

Sonomi spotted the bag open on the sofa next to Sakura.

"Oh, are you guys going to do a makeover?"

"Well…" Sakura began,

"In preparation for the Dance right? Oh, it's so exciting! I get to take adorable pictures and videos of my two favourite girls going off on their first formal!" she stated dreamily. Now Sakura fully understood where Tomoyo got her obsession from…

"Actually, I haven't been having much success with the whole makeover thing."

"Oh? What's wrong?" Sonomi asked.

"Well, it's just that, I've been practicing since I bought my make up, but I just can't seem to find the right combination, I mean, I did ask Dad, but he didn't know about any of this stuff, so I'm gonna ask Tomoyo if she'll help me out."

Sonomi smirked broadly, "So, finally something that Kinomoto-Sensei doesn't know, huh? What a refreshing change!" her smile disappeared slowly, "But Tomoyo has just gotten her makeup, and I don't think she's even tried it out, yet."

Sakura's hopes sank a little. Sonomi watched her fondly, "Maybe I can help?"

Sakura smiled hopefully "Oh, could you?"

Sonomi smiled warmly, "Yes, of course, I was going to show Tomoyo how to do hers later. Is she around? Then I could show the both of you."

"No, she went to find some more camera batteries." Sakura replied.

Sonomi sat down on the sofa next to Sakura, picking up the makeup bag, and carefully arranging the lotions and potions in organized piles on the table in front of them. "Well then, I'll just get you a head start, and show you the basics, after that, you can practice at home."

Sonomi picked up the compact case of face powder. "First things, first, all- over face basics." Sonomi picked up the largest brush.

"This one is the powder brush, and you simply run it over the surface of the powder, like so…" She made slow circles in the face powder until there was a light dusting on the brush. "Now, you only start off with small amounts, and you can add as many layers until you hit the right tone for your skin, but I'd say this shade is a pretty close match to your skin colour anyway, so you probably won't need much."

Sonomi began to sweep the brush gently over Sakura's face, curving the brush to cover all the contours of her features. Sakura had never felt anything so nice and soft, it was so relaxing!

Sonomi sat back, and studied her. "Great! Just as I thought! You're one of those lucky girls that don't need much at all! Your skin has barely any imperfections! You get that from your mother." She said tenderly. "Nadeshiko and I were always playing around with our own Mothers' makeup sets!"

She then picked up the eye powder palette and studied it. After a moment, she picked out a white shade and a shimmering green. She held the green up to Sakura's eyes, and smiled. "Yes, this shade definitely matches your eyes!"

She picked up one of the smallest brushes, and began swirling it in the white powder. "Now, just close your eyes for me, Sakura."

Sakura did as she was told, and she felt the soft, tiny bristles running under the curve of her eyebrow. "You use this whitish shade first to highlight your eye brow bridge," Sonomi explained, "You don't need much, just enough to lighten your eye socket."

"How do you know that you get this stuff right?" Sakura asked. Sonomi chuckled quietly.

"With practice! Trust me; I ended up looking like a drunken Geisha when I first tried it out! It's all about trial and error."

She repeated this motion on the other eye, "Remember, learning to paint your face is just like learning to paint a picture, eventually, you learn the right shades, and how to use all the different brushes to your advantage!"

Once she was done, Sonomi began dusting a light layer of the green onto Sakura's eyes. "This is the main shade, and you should always go for colours that bring out your eyes."

When she was done, Sakura saw her pick up the small jar of black eyeliner, along with the tiniest brush. Sonomi leaned over to the table where a cup and a jug of water sat. She filled the cup up and dunked the brush quickly into the water, before opening the jar and dipping the tip of the brush into the eyeliner.

"You should always dampen the eyeliner brush, so that it'll give you a clean, neat stroke. Now, this is the tricky one, close your eyes again, and whatever you feel, try not to flinch!"

Sakura did as she was told, and instantly felt like squirming! The small brush was really ticklish as it drew slowly along her lash line, and it was all Sakura could do to not screw up her face.

Eventually, after she'd endured this on the other eye, Sonomi announced that she could open her eyes. Sakura blinked, and her eye lids felt a little different, but a nice different.

"Now, the Mascara." Sonomi stated happily. She picked up the long tube, and unscrewed the lid. "Now then, can you just look up for me, Sakura?"

Sakura focused on Tomoyo's ceiling as Sonomi carefully stroked the lashes with the thick brush, and she seemed to be done in no time at all!

"Remember, Sakura, too much of this, and your lashes will look like spider legs!" Sonomi laughed. "Just a few brush strokes are all that's needed. Now, all that's left are the cheeks and lips!" Sonomi said contentedly.

'She's having a whale of a time!' Sakura thought cheerfully. 'She must have had so much fun doing this with Mom.' Sonomi picked up a plump, stumpy brush, and carefully made a light layer of rouge powder.

"Now, suck in your cheeks, for me!" Sakura did as she was asked, and Sonomi swiftly and lightly brushed the hollows of her cheeks with the blusher powder.

"Perfect! Now, the Piece de resistance!" she declared as she picked up the tubes of lipstick. Instantly recoiling from the vivid red one, she immediately chose the Coral. She picked out a flat, wet-look brush and started sweeping it over the stick.

"Open, wide, Sakura!" As she did so, Sonomi transferred the colour from the brush to Sakura's lips, and, finally she sat back and studied her work. "There we go!" she declared. "Stunning, Sakura, simply stunning!" she sat back to admire her handiwork.

"There's no doubt about it, you have your Mother's beauty." She whispered, smiling.

Sonomi stood, and held her hand out to Sakura, who took it, and allowed herself to be led over to Tomoyo's dresser. As soon as she saw herself in the mirror, she gasped. She really didn't look like herself! Tomoyo and her friends were always saying that she was cute, but now, she looked grown-up, and it was hard to believe that she looked this nice!

Sonomi placed her hands on Sakura's shoulders and Sakura could see that she had tears building.

"Nadeshiko would have loved to have seen you like this!" she whispered thickly. Sakura's eyes began to prickle with tears too.

"Something tells me she can." She replied gently.

From the doorway, Tomoyo Daijouji smiled warmly as she watched through the lens of her camera. She had made it back in time to film 'Sakura's First Makeover'! Tomoyo thought that she had never seen her best friend glow like this before!

'If this is how she looks now, imagine how she's going to look in her dress on the night of the Dance next week!' she sighed contentedly.

"Syaoran Li is a very lucky boy!" Tomoyo whispered to herself.

Not too far away, a stunning young lady watched her beautiful daughter and her dearest cousin, sending a silent prayer of Thanks that Sonomi was there for Sakura, because she couldn't be. "You look wonderful, my darling." She murmured to her gently.

~*The End*~