Transformation - Rachel Bilson

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Rachel Bilson knows the power of cute. "I was always the smallest in the class," she has said. "People were like, 'Oh, yer sew cuuute!' I'm used to it now." She should be—in the last few years, the petite star has gone from small-screen success on The O.C. to leading lady roles in flicks like New York, I Love You. On the red carpet, Bilson plays up her doe-eyed good looks with dramatic eyeliner and black mascara, but her favorite product is the very down-to-earth Dr. Pepper Lip Smackers: "They give a little hint of color—and flavor." Sorry, Rachel, but we gotta say it—you're so cute!


1999: "I used to make my mom iron my hair with a clothing iron!" Bilson has said of her high school look. "She would totally fight me, but I insisted. So I had this dry, brittle, disgusting straw hair plastered to my head." (Seth Poppel/Yearbook Library)


2003: "I love peachy blushes," the star of The O.C. has said. "It makes you feel pretty and girlie." (Jim Smeal/WireImage)


2005: How did the small-screen star keep her locks lustrous? Kerastase products. "I use their shampoo and conditioner and the Oleo-Relax fluid," she has said. "Your hair feels silky and totally rejuvenated." (Fernando Allende/Celebrity)


2006: "No matter how [my hair is] styled—up, down, whatever—I like it messy," the The Last Kiss actress has said of her crowning glory. "I've learned to appreciate my natural wave." (Matt Baron/BEImages)


2007: A hat isn't just for a bad hair day. "I like to add my own thing to an outfit," the Chuck guest star has said. "Like, if I'm wearing a fancy dress, I'll put a beanie on." (Marc Andrew Deley/FilmMagic)


2008: Bilson played the lead in Jumper—and played up her baby browns with smoky shadow. (Dave Allocca/Startraks)

from In Style