I didn't realize how awesome this was until I used another brand of mascara. The other brand was "waterproof", but smudged when I napped. The only time this smudges is if I wear it overnight wear in the shower,or cry a lot. It also does not flake or clump, even when I do multiple coats. It's buildable. It gives a nice, natural looking volume, and my lashes stay soft to the touch. My lasheseven look better naked because removal does not damage the lashes. My new go to mascara.