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Procreate Beauty Lab: Digital Makeup Class
- Rated 4.8 by 40.000+ students
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Give your Portraits and Photos a Glam Makeover with this Beginner-friendly Digital Makeup Class

Procreate Beauty Lab: Digital Makeup Class

by Freya Kotchakorn

Jump into this immersive class and quickly master digital makeup in Procreate. Learn how to effortlessly apply realistic makeup to your artwork or photos and create four glamorous looks.

Apply realistic makeup to your digital art or make quick touchups on your photos

When creating portraits, the right makeup can elevate your art, but getting it wrong can ruin the whole look. Makeup requires a delicate touch, and without that finesse you see in real makeup, it just doesn’t come across well.

That’s why I created these specialized brushes. I’ve put a lot of effort into making sure they get the textures of skin just right when it's enhanced with makeup. With these brushes, you can capture the essential details that make digital makeup look real and professional.

‍

In the class, we'll dive into how to select and apply makeup using these advanced brushes, not just on digital portraits but also directly onto photos.

This approach means you’re not just limited to digital canvases - you can also perform quick touch-ups or test out looks on actual photos before committing to them.

Inspired by my hyper-realistic Freya’s Digital Makeup Brush Set

If applying makeup to your Procreate portraits or characters feels too time-consuming and never turns out right, this class is exactly what you need. I’ll show you how to use my custom digital makeup brushes to create realistic looks quickly and easily.

Students already completed the Procreate Masterclass Curriculum and mastered their digital illustrations skills. Join them today!
20,149
+20K
64 specialized brushes included
Effortlessly create complete makeup looks

You’ll get to play with brushes that offer a variety of effects - from glitter and shimmer to satin finishes - and lash brushes that look as good as real salon extensions. 

I’ve carefully tested these brushes to ensure they reproduce the look and feel of real makeup and blend perfectly on both digital portraits and photos.

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64 of the most popular brushes included

When you sign up for this class, you'll also receive 64 brushes from Freya’s Digital Makeup Brush Set to use in exercises and explore on your own.

These include a comprehensive collection for all your digital makeup needs: 

  • 10 base makeup brushes for realistic skin and highlights 
  • 12 eyeshadow brushes with various colours and iridescent finishes
  • 5 eyeliner brushes for precise lines and bold looks
  • 9 mascara brushes for luscious lashes, inspired by real salon extensions
  • 10 eyebrow brushes with left and right variations
  • 4 multicolour contact lens brushes to play with eye colours
  • 12 lip brushes including matte and highlighter options
  • 2 multicolour face accessory brushes to add some extra flair
Shirt pattern collection design I made for ChamniiiŠ.
Patterns for SurrealŠ brand.

Create 4 iconic makeup styles in Procreate

Throughout the class, you'll master using the included face templates, skin tone swatches, and makeup brushes to create four stunning looks:

  • Natural look: Create a simple yet beautiful natural look that emphasizes glowing, healthy skin. We'll focus on using skin texture and highlight brushes.
  • Hollywood look: Put together a glamorous look worthy of Hollywood's red carpet. An all-time classic featuring simple eyeshadow, false lashes, and signature red lips.
  • Bronze look: Design a “bronze goddess” makeup look using earthy tones like gold and brown, with glitter and metallic shine for a glowy finish.
  • Euphoria party look: Play with a colourful makeup style inspired by the popular TV show "Euphoria." Perfect for special events, music festivals, or a Halloween party.
Learn to create gorgeous looks and master doing it on your own.
From natural to full glam, these brushes deliver realistic results.

Perfect for all kinds of creative projects

Whether you're a digital artist, makeup professional, beauty blogger, influencer, video game developer, animator, or just love experimenting with new makeup styles, this class has something for everyone.

It's perfect for quickly experimenting with different makeup styles and techniques. You can easily apply and see full makeup looks, helping visualize the final look before actual makeup is applied.

You won’t have to be afraid of mistakes, because unlike in real makeup, any slip-up in Procreate can be undone by simply tapping a button.

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Designed for a quick skill boost

This class is designed to keep you engaged and motivated, balancing just the right mix of theory and hands-on practice. You'll actively apply what you learn by creating four distinct makeup looks.

It's a compact class packed with skills, designed to be fun, straightforward, and super effective, giving you a big skill upgrade in just a little time. Plus, its engaging and manageable format ensures it won't end up as just another item in your pile of unfinished projects.

Along with the class and a variety of brushes, you also get 5 free skin tone swatches, 3 free eyeshadow palette swatches, and 4 free face templates. These ready-to-use colour combos will help you quickly improve your digital makeup skills and make experimenting fun as you discover your favourite looks.

Tap into the pet portrait market

Pets are family, and the demand for personalized pet portraits is ever-growing. This course not only adds to your artistic skills but also opens doors to new opportunities. 

People rarely hesitate to spend on two things they cherish: their children and their pets. By mastering pet portraits, you can not only earn from your passion, but you also get to bring smiles to people’s faces. 

And let's face it, there's something incredibly fulfilling about earning from something that brings joy to your clients, all while doing something you love!

Plus, think of the fun collaborations with pet shops, vet clinics, or even pet events! Your art could be the star of the show, connecting you with a community of pet lovers who truly value your work. 

Sample lessons

Feel free to preview these sample lessons for free :)

Lesson list

Click on the module name below to expand the lesson list.
All the lessons are narrated in English language. English subtitles are also available for more clarity and for students with hearing impairment.

Module 1: introduction

In this module, you'll see how to get access to our private, supportive artists-only Facebook community. You'll also find links to download the necessary files and learn how to use the face template to get you ready for the next module.

How to use a face template
5:43
Download the files
access to facebook private group
Module 2: Let's Paint!!

In this module, we'll explore the versatility of digital makeup. Not only can you paint on a face template, but you can also apply digital makeup to a photo! I'll teach you how to use Freya's Digital Makeup Brushes to create stunning makeup looks on a photo. Additionally, you'll learn to create four unique and beautiful makeup looks on the face templates.

25:44
How to use the makeup brush set on a photo
Natural look
31:28
32:40
hollywood look
goddess bronze look
35:43
43:32
euphoria look

Lesson list

Click on the module name below to expand the lesson list.
All the lessons are narrated in English language. English subtitles are also available for more clarity and for students with hearing impairment.

Module 1: COURSE INTRO AND RESOURCES
LESSON 1 Introduction
6.38
LESSON 2 - access to facebook private group
LESSON 3 - Download THE files + 🌟 2024 FREEBIES UPDATE
Module 2: Let's DRAW!
31:45
LESSON 4 Sketch
LESSON 5 Creating Background and land bases
42:34
LESSON 6 Creating A Glowing tree
32:48
LESSON 7 Creating Neon plants part 1
28:39
LESSON 8 Creating Neon plants part 2
23:28
LESSON 9 Creating Neon plants part 3
17:31
LESSON 10 Creating Floating neon plants and fireflies
48:38
29:51
LESSON 12 Creating dimension in Mental Canvas

Lesson list

Click on the module name below to expand the lesson list.
All the lessons are narrated in English language. English subtitles are also available for more clarity and for students with hearing impairment.

Module 1: Welcome To Your Masterclass!

In this module, you’ll get a chance to hear from your instructor, learn the basics of the lesson platform, and see how you can get access to our private, supportive artists-only Facebook community.

LESSON 1 Introduction
2:51
How to use the platform
access to facebook private group
Module 2-3: Getting Started With Procreate Tools

Every artist once started as an apprentice learning the tools of the trade, so that’s where you’ll start, too. This less is a brief, but in-depth look at some of the most important tools in the Procreate program. By the time you’ve finished Module 2 and 3, you’ll understand how to open a new file, how to get around the workspace, what brushes to use and when to use them, the easy way to create basic shapes, how to pick, blend, and erase, how to use layers to create depth in your work… and much more.

2:02
LESSON 4 Gallery
LESSON 5 Import/Export Files
5:31
LESSON 6 Create Canvas
2:58
LESSON 7 Workspace
2:38
LESSON 8 Types of brush
3:05
LESSON 9 Make your own brush set
3:36
LESSON 10 Quickshape shortcut
2:08
LESSON 11QuickShape Exercise
49:13
LESSON 12 Smudge tool
3:00
1:10
LESSON 13 Eraser
37:06
LESSON 14 Smudge Tool & Eraser Exercise
LESSON 15 How layers work
2:13
3:57
LESSON 16 Layer Organization - How to Tidy up Layers
LESSON 17 Layers: Color blend mode
3:03
LESSON 18 Layers: Rename / Select / Fill Layer / Clear
2:01
LESSON 19  4 Ways to Fill the Color
37:50
LESSON 20 5 Easy Ways to Re-Color
12:18
17:04
LESSON 21 Layers: 3 types of mask
LESSON 22 Layers: Invert
2:09
LESSON 23. Layers: Reference
3:56
LESSON 24 Bonus Coloring Pages
LESSON 25 Layers: Group/ Merge
3:15
5:15
LESSON 26 Color panel
LESSON 27 Color Palette Exercise
39:06
LESSON 28 Transformation
3:03
5:35
LESSON 29 Selection
LESSON 30 Exercise transformation and selection tool
5:11
LESSON 31 Exercise - How to Die Cut Objects
23:58
Module 4: Creating Juicy, Photorealistic 3D Fruit

Here’s where everything starts coming together. The 7 video lessons in this module will have you drawing gorgeous, lifelike fruits - just like a master artist. Can you imagine drawing an apple, strawberry, or cherry so realistic people won’t believe it’s not a photograph?  Get ready to prove them wrong, because you’ll want to show these off as soon as they’re done!

12:09
LESSON 32 Exercise Shading
LESSON 33 Exercise Basic shapes
25:09
37:30
LESSON 34 Exercise Apple
59:53
LESSON 35 Exercise cherry
LESSON 36 Exercise Peach
30:29
59:42
LESSON 32 Exercise raspberry
LESSON 38 Exercise strawberry
77:10
Module 5: Drawing Floral Botanicals Like The Old Masters

Showing off the fruits of your labor (pun intended) will get you inspired to learn even more… Which is perfect because you’ll really pick up steam as you work your way through Module 4. There are a total of 8 video lessons - each one designed to have you drawing a different realistic flower or leaf.

26:07
LESSON 39 Exercise Plumeria
LESSON 40 Exercise daisy
38:29
35:07
LESSON 41 Exercise tulip
30:36
LESSON 42 Exercise pansy
LESSON 43 Exercise rose
55:38
LESSON 44 Exercise monstera
23:01
LESSON 45 Exercise Palm
36:54
LESSON 46 Exercise banana leaf
30:09
Module 6: Polishing Your Techniques - Procreate Tools Part 2

By the time you get to this point, you’ve come very far… but there’s still so much more Procreate has to offer. In this module, you’ll learn to make your work even more polished with intermediate tools and techniques like liquefy, sharpen, curves, and even animation!

1:39
LESSON 47 Opacity
2:57
LESSON 48 Blur
LESSON 49 Texture Grain-Noise
2:48
LESSON 50 Sharpen
1:35
LESSON 51 Liquify Creating marble pattern
4:56
2:07
LESSON 52 Clone stamp
LESSON 53 Hue, Saturation, Brightness / Color Balance / Curve
4:14
LESSON 54 4 Ways to Create Gradients
9:42
LESSON 55 How to Create an Iridescent Background
6:17
LESSON 56 Add: File/ Photo
1:34
LESSON 57 Add Text
6:16
LESSON 58 Add Cut/ Copy/ Copy Canvas/ Paste
2:05
3:03
LESSON 59 Canvas Crop/ Resize
LESSON 60 Canvas: Animation Assist
6:27
1:50
LESSON 61 Canvas: Animation – Onion Skin Color
3:28
LESSON 62 Canvas Edit Drawing Guide 1
LESSON 63 Canvas Edit Drawing Guide 2
3:46
7:15
LESSON 64 Exercise Creating a moving image
LESSON 65 Share Image
2:30
1:45
LESSON 66 Share Layers
LESSON 67 Video Time-lapse/ Screen Recording
2:56
2:50
LESSON 68 Prefs: General Settings/ Right handed interface
6:21
LESSON 69 Pressure and Smoothing
3:38
LESSON 70 Brush Setting Stabilization
8:43
LESSON 71 Prefs: Gesture Controls
Module 7: Fine-tuning Your Skill - Procreate Tools - Brush Settings

Here, you’ll gain a deeper understanding of how much you can accomplish with just one tool: the brush. All good painters need to have a master’s touch with their brushes - and that includes digital painters, so that’s what you’ll get with Module 7!

LESSON 72 Creating Brushes
4:33
LESSON 73 Brush Settings: Stroke Path
2:09
LESSON 74 Brush Settings: taper
1:57
2:27
LESSON 75 Brush Settings: Shape
LESSON 76 Brush Settings: GRAIN
4:43
LESSON 77 Brush Settings: Rendering
2:28
LESSON 78 Brush Settings: Wet mix
3:45
LESSON 79 Brush Settings: Color Dynamics
4:00
LESSON 80 Brush Settings: Dynamics
1:07
LESSON 81 Brush Settings: Apple Pencil
3:14
LESSON 82 Brush Settings: Properties
2:22
LESSON 83  Brush Settings: MaterialS
6:44
LESSON 84 Brush SETTINGs: About this brush
1:28
Module 8: Adding In The Latest And Greatest - Procreate 5X

With the 7 video lessons in this module, you'll unlock even more potential with new Procreate features and filters. After you’ve completed this module, it’ll be even easier to take art from your imagination and apply it perfectly to the page.

LESSON 85 Insert Private Photo and Canvas Reference
1:50
3:06
LESSON 86 Canvas Reference Face paint *Bonus Face Template
7:14
LESSON 87 New filters
LESSON 88 Selection Color fill
1:20
LESSON 89 New Blend Brush Set
1:24
LESSON 90 New Color Palette
1:23
2:03
LESSON 91 New Cut/ Copy/ Paste Panel
Module 9: Going Beyond The Canvas - Procreate 3D

You’ll start to move beyond the traditional canvas with this module - because this is where you start to create in 3D! The 13 video lessons in Module 9 shows you how to take advantage of all the brushes, textures, and effects in Procreate’s 5.2 update.

0:44
LESSON 92 Intro Procreate’s 5.2
LESSON 93 page assist
3:15
6:21
LESSON 94 Pressure and Smoothing
3:38
LESSON 95 Brush Setting Stabilization
1:59
LESSON 96 dynamic brush scaling
LESSON 97 how to save previous brush size
2:50
LESSON 98 import 3d model
3.37
6:44
LESSON 99 Brush setting Materials
LESSON 100 3D mode – 2D View
1:40
LESSON 101 3D Lighting and environment
3:35
LESSON 102 3D model AR
1:25
1:57
LESSON 103 3D video showcase
LESSON 104 Languages & others
5:29
Module 10: Procreate 5.3 FEATURES - The latest version

Module 10 will introduce you to the exciting new tools and features of the lastest 5.3 update!

LESSON 105 Procreate 5.3 Update / How to update Procreate app
3:01
0:37
LESSON 106 How to turn on the brush cursor
3:11
LESSON 107 How to adjust your brush cursor
3:28
LESSON 108 Hovering feature in Brush Settings
3:04
LESSON 109 How to adjust brush size and opacity using hand gestures
LESSON 110 Selection Preview
1:47
2:48
LESSON 111  using Colordrop
Module 11: POP-UP AR LETTERING EXERCISES

This module will guide you through creating an amazing share-worthy pop-up lettering effect from start to finish!

LESSON 112  Pop-up AR Lettering: Sketch
22:19
68:20
LESSON 113 Pop-up AR Lettering: Create Lettering
50:46
LESSON 114 Pop-up AR Lettering: Create Animated Layers
4:27
LESSON 115 Pop-up AR Lettering: Create Pop-up AR
18:40
LESSON 116  3D Lettering Smudge Tool
Module 12: SUMMER 2024 Updated Lessons 🌟🌟🌟

6 brand new lessons updated this year!!

LESSON 117 App Pressure Sensitivity
4:07
47:00
LESSON 118 How to Create Solid Stamp Brushes - Landscape Theme
75:12
LESSON 119 How to Create a Fun Landscape Artwork
32:49
LESSON 120 Layer Mask - How to Create a Rubber Stamp Brush
36:22
LESSON 121 Create a Leaf Pattern ⭐️ NEW
71:50
LESSON 122 Color Dynamics - Make a Flower Bouquet⭐️ NEW

Lesson list

Click on the module name below to expand the lesson list.
All the lessons are narrated in English language. English subtitles are also available for more clarity and for students with hearing impairment.

1

Module 1: Intro (3 lessons)

2

Module 2: Lecture (3 lessons)

3

Module 3: Exercises - Face (17 lessons)

4

Module 4: Exercise - Woman portrait  (2 lessons)

5

Module 5: Exercise - Man portrait (2 lessons)

6

Module 6: Exercise - Senior woman portrait (2 lessons)

7

Module 7: Exercise - Senior man portrait (2 lessons)

8

Module 8: Exercise - Boy portrait (2 lessons)

9

Module 9: Exercise - Girl portrait (2 lessons)

10

Module 10: Bonus lessons (6 lessons)

Lesson list

Click on the module name below to expand the lesson list.
All the lessons are narrated in English language. English subtitles are also available for more clarity and for students with hearing impairment.

1

Module 1: Intro (3 lessons)

2

Module 2: How 3d features work (6 lessons)

3

Module 3: Layer, Textures, Brush Materials (4 lessons)

4

Module 4: Exercise 1 - Wave vase with Peony (5 lessons)

5

Module 5: Exercise 2 - Glitter scallop vase with Citrus (5 lessons)

6

Module 6: Exercise 3 - Melting marble vase with Poppies (5 lessons)

7

Module 7: Exercise 4 - Terrazzo donut vase with Lily (4 lessons)

8

Module 8: Excercise 5 - Antique marble vase with Auricula (4 lessons)

You don’t just get the course!

By enrolling in the Masterclass, you get full lifetime access to over 16 hours of on-demand video you can play on any device with a web browser (including mobile!). Upon completion, you’re granted a special Certificate of Completion, which you can show off in your resume. 

In addition to that, you also join our private Facebook group. In this group you’ll be able to share your work and let me and the other students give you constructive feedback. See the most common mistakes others make and learn how to avoid them yourself. If we learn together, we learn faster.

Limited time FREE Add-on: 25 high quality Fashion and clothing 3D Models optimized for Procreate

Getting models that work with Procreate out of the box is quite tricky as the feature is so new. As demonstrated in the video below, the UV mapping of the models you can buy and download on the 3D model libraries online is not configured to be Procreate compatible in most cases. You'll sometimes encounter difficulties such as incomplete color fills, messy lines etc. while using any of the Procreate painting tools.
‍

5 Models are included in the course, and on the checkout you have an option to add 25 Fashion & Clothing 3D models for free to your order. These models are specially optimized for seamless use in Procreate, so you'll be able to paint models that will look as realistic as possible. Commercial license is included, so you can use the model freely in any commercial projects, too. See model previews below.
‍

Special Bonuses You Won't Get Anywhere Else

As soon as you enroll in the Masterclass, you get lifetime access to 6 FREE bonus packs, containing over 50 freebies. Use them to speed-up your learning process or gain inspiration for your future Procreate work.

NEW: Spring set of Brushes, Stamps, and 3D Models

With the newest update, you get 8 additional freebies: 3 Freya’s Ball Point Pen Brushes, 3 Animal Template Stamp Brushes, and 2 3D models for Procreate.

A Set of My 24 Custom Procreate Brushes

Get access to 24 of my own custom Procreate brushes, made from scratch, that you can use to create stunning art even after you’ll have finished the course.

Mega Pack of 24 Flower Stamp Brushes

Want to draw pretty flowers with just one click? Have 24 different flower stamp brushes at your disposal at any time.

Source Files for All Designs in the Course

Want to check out the structure of a design? You get all Procreate source files for every lesson in the course! Use them to learn faster or to get an inspiration for your future work.

Downloadable Colour Swatches

Get colour palettes of all the exercises in the course as downloadable swatches! Feel free to use them for future work or inspiration.

This is an ever-changing course and you’ll be entitled to all future updates for free!

As this is my most popular course, I’m taking extra care of the content that I include in it. There’s already been a few updates and there are many more to come in the future. I want to constantly keep it relevant, so I make sure to follow all the trends in digital illustration as well as update the course in accordance to every new Procreate app update.

You’ll be able to keep all the existing bonuses as well as get all the new ones that I’ll add to future updates completely for free! This way you can collect quite a nice number of free brush sets, coloring pages, color swatches and more.

In addition to the 24 brushes from before, I’ve added 8 new custom-made brushes to the current update and you’ll get all of them for free as soon as you enroll in the course.

Love digital illustration? Why not make a career or a side gig out of it?

Why not monetize something you love doing and are good at? Imagine getting paid for the time you spend unwinding after a long, stressful day. Sounds like a dream, am I right?

Enroll in my course and get to know the ways to earn money for drawing portraits (and/or other kinds of digital illustrations). Learn how to price your work for clients and follow the included checklist when creating your portfolio to maximize the possibility of landing a job you’d love!
‍

Yes, Enroll Me for $149 $49*
>>>   Click Here to Add the Procreate Beauty Lab: Digital Makeup Class to your order   <<<
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Try it risk-free for 30 days

You’ve got 30 days to jump into the class and see if it's a good fit for you. Take your time, explore the lessons, and really get a feel for the content.

If you find it’s not for you, no worries at all! Just let me know, and I’ll refund every penny - including any credit card fees. That way, trying it out is completely risk-free for you.

You have nothing to lose. If the class doesn’t fit your needs, I’ll make sure you’re not paying for it.

6 lessons, 4 stunning looks, 3 handy bonuses

  • Lifetime access to all Procreate Beauty Lab: Digital Makeup Class video content*
  • 64 custom Procreate brushes for effortless digital makeup application
  • ✨ BONUS: 5 Free skin tones swatches
  • ✨ BONUS: 3 Free eyeshadow palette swatches
  • ✨ BONUS: 4 Free face templates
  • 5 Procreate source files
  • Watch on any device, anywhere (desktop, mobile or tablet)
  • Access to the private Facebook group
Narrated by a native speaker in English language. English subtitles are also available for more clarity.
Narrated by a native speaker in English language. Native subtitles (English, Spanish) and auto-translated subtitles (Arabic, Bulgarian, Chinese, Czech, Danish, Dutch, Estonian, Finnish, French, German, Greek, Hungarian, Indonesian, Italian, Japanese, Korean, Latvian, Lithuanian, Norwegian, Polish, Portuguese, Portuguese-Brazil, Romanian, Russian, Slovak, Slovenian, Swedish, Turkish, and Ukrainian) are also available for more clarity or for students with hearing impairment.
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>>>   Click Here to Join the Procreate Masterclass 2021   <<<
Button Text
*Limited time offer. Expires at midnight.
*Prices in US Dollars. Limited time super-early bird offer. Expires when slots are filled or at midnight.
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🎖 Guaranteed lowest price in 2024🎖
Add to my order for $149 $49*
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Frequently asked questions

1

What equipment do I need to start the course?

1

What equipment do I need to start the course?

1

Which iPhone do I need to start with the course? Do I need a Stylus?

2

Is this course live or pre-recorded? Do I have to show up on a specific date?

3

Right now there is a special promotion reducing the price to just $99. How long will this be available? Is there going to be a second chance, if I miss out?

3

Do I need any extra equipment or some special Procreate brushes?

3

Do I need any extra equipment or some special Procreate brushes?

4

How long will I be able to access the course, once I enroll?

5

Do I still get the bonuses even if I enroll at the special discount price?

6

Can I use the included brushes from the bonuses for commercial work?

7

Is this course available in any other languages than English?

8

What happens if I don't like the course? Can I get a refund?

More than 40.000 Students Enrolled to Freya's Procreate Courses

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Early Bird OFFER -
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Add to my order for $149 $49*
>>>   Click Here to Add the Procreate Beauty Lab: Digital Makeup Class to your order   <<<
>>>   Click Here to Join the Procreate Masterclass 2021   <<<
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*Prices in USD. Limited time offer. Expires at midnight..
🎁 NEW: Buy as a Gift
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EARLY BIRD -
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BLACK FRIDAY SPECIAL -
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SLOTS REMAINING
Add to my order for $149 $49*
>>>   Click Here to Add the Procreate Beauty Lab: Digital Makeup Class to your order   <<<
>>>   Click Here to Join the Procreate Masterclass 2021   <<<
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*Limited time offer. Expires at midnight.
*Prices in US Dollars. Limited time super-early bird offer. Expires when slots are filled or at midnight.
🎄 NEW: Buy as a Gift
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BLACK FRIDAY SPECIAL -
LESS THAN
20
SLOTS REMAINING
Add to my order for $149 $49*
>>>   Click Here to Add the Procreate Beauty Lab: Digital Makeup Class to your order   <<<
>>>   Click Here to Join the Procreate Masterclass 2021   <<<
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Clicking the button above will charge your payment method on file for $99*.
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