Simon Cowell has given fellow BGT 2015 judge David Walliams quite the makeover.
David let Simon raid the make up table behind the scenes at auditions for this year's show, all for charity.
Simon did David's makeup as part of this year's Comic Relief funny for money campaign.
David said: “I feel absolutely beautiful.
“Simon’s been hard at it all evening and he’s even chosen colours that complement my eyes.”
Celebs are encouraging people to make their 'face funny for money' on Red Nose Day this year, Friday, March 13.
This year's Comic Relief will be broadcast from the London Palladium for the first time ever, with the biennial telethon airing on BBC One with presents including Claudia Winkleman, Lenny Henry and Davina McCall.
Britain's Got Talent meanwhile will hit our screens later on in the Spring.