In 1991 in Los Angeles, entrepreneurial brothers Davis and Dean Factor, makeup icon Max Factors great grandsons, opened Smashbox Photo Studios. It quickly became a very popular place for famous photographers and the models and celebrities they were shooting. Models, makeup artists and other famous people passing through Smashbox Photo Studios asked Davis and Dean on an almost daily basis by if they could create a makeup line that was professional quality but looked great and remained on their faces under harsh conditions such as sweat and heat.