i never, EVER would have dreamed that i would purchase a mascara that did NOT have the word 'waterproof' prominently displayed somewhere upon it, but alas, i am wrong - so very, very wrong. i walked into sephora ready to purchase diorshow (waterproof version), but then i saw this baby next to it in all of its glory :) first of all, the packaging is beautiful; shiny, silver, beckoning!! lol, second, its got that special 'non clumping' plasticky brush (kinda like the lash blast from cover girl, but was thinner), thirdly, the formula is soooo smooth (not clumpy, thick/thin, goopy, etc)!! the sales girl came over to me while i was admiring this magnificent thing & assured me it was 'waterproof' - i was soooo skeptical b/c it did not say that on the package or tube, but since sephora does have an awesome return policy i decided to risk it - & boy am i glad i did!!! this stuff is my HG mascara!! it applies like a dream, does not clump on me no matter what, holds my curl, stays on my lashes & not under my eye = NO RACOON eyes!!!! the only other product i've used that didnt give me racoon eyes was the revlon colour stay lash tint, but application was tricky, lashes were 'crunchy' & no volume whatsoever - (but i still used it!! lol) the price is steep, $27, but i dont care - i love it & frankly, i need it!! lol - dior, you have me for life!!