The countdown continues for our Top 10 Makeover Movie Moments. This countdown is strictly for those movies, whether they are Oscar worthy or simply popcorn worthy, that take a character from drab to fab. Those scenes where the wallflower becomes the center of attraction. These epic makeovers simply go to show what a little hair, makeup, and fashion can do for a girl. Beauty junkies unite! On to the next film!

#5: Loretta Castorini in Moonstruck

Now this movie is a classic. Winning three Oscars, you get great acting, a hilariously funny love story, and a hot makeover to boot! Loretta Castorini, played by the one and only Cher, is a low maintenance bookkeeper from Brooklyn who plans to marry. When she goes to invite her fiancé's estranged brother to the wedding, she encounters an intensely angry and bitter Ronny Cammareri, played by Nicholas Cage. Long love story short, the two begin a passionate affair that starts the movie on a humorous journey towards the meaning of happiness and the answer to the age-old question: Why do men chase women?

So of course with Cher as the lead, you know a fierce makeover is only scenes away. After their first wild tryst, Loretta tells Ronny she can never see him again. As a way of seemingly ending the affair, Ronny invites Loretta to the opera. Reluctantly, she agrees. And what starts out as Loretta deciding to get her hair done for the event, turns into a full-fledged makeover moment.

After coloring her gray, buying a smokin' red velvet dress, red pumps, red nails, and lipstick, Loretta is ready for her secret date. As Ronny waits for her arrival, Loretta steps out of a NYC yellow cab in stunning fashion. Her eyes are smoked out underneath a bed of dark brunette curls. A far cry from the gray-haired bookkeeper we saw by day, Loretta is an Italian femme fatale by night.

Stealing Cher's swag is simple. Despite this movie's debut in 1987, a smoky eye never goes outta style. Define eyes with deep shadows, eyeliner and mascara. Create a flawless base so eyes and lips pop. This look isn't complete without the perfect shade of red lipstick. And who can overlook a girl in a red dress?

We love this movie so much we had to share the makeover scene from start to finish. Check out the classic clip below and let us know what you think! If you missed any of our other Top 10 list makers, check 'em all out HERE.