What's in Her Bag? Hillary Kerr from Who What Wear

Hillary Kerr and Katherine Power, the girls behind the essential fashion site WhoWhatWear, always have on the perfect lipstick. So when we saw them this week, we begged Hillary to open up her bag and show us what products she carries around with her on the fly for Fashion Week. People, it was a Sephora in there. Let us count the reasons why Hillary's bag is so big and fun:

1. Stila Convertible Color ($25, shown). Hillary wears this lipstick and blush-in-one in Petunia.

2. Dolce & Gabbana Perfect Finish Foundation ($59). "The only one I've ever fallen in love with," says Hillary. She also has D&G eyeliner in Stromboli ($29).

3. Bumble & Bumble Brilliantine Cream ($19). Hillary's hair looked amazing and thick, but she says it's actually pretty fine. So is mine, so I'm definitely going to check out this styling cream.

4. Urban Decay 24/7 Glide-On Eye Pencil ($17). "This one's for the inner eye -- it stays on!" says Hillary.

5. The Lip Situation: Hillary says she never met a lipstick she didn't like, and her bag can attest to that. She carries: Nivea's A Kiss of Flavor Tinted Lip Care ($3), Chanel Gloss ($27), rouge d'Armani long-wear lipstick in shade 401 (Rihanna's color, $30) and Revlon's ColorBurst in Coral ($9), which is "very Marc by Marc for spring," says Hillary. Her most-worn is Revlon Matte Lipstick in Pink About It ($8).

Now is that a beauty bonanza or what?!