We're practically at the end of our Top 10 Makeup in a Music Video Moments Countdown! Before we recap all the picks we've highlighted, well give you one more for the road for the holiday kickoff. Aside from movies, where else do we get our makeup inspiration from? Where else do we look for trends, innovation and creativity? Music videos! We are counting down 10 of our favorites where artists have created iconic and inspiring looks for us all to take and reinvent ourselves with. Let the countdown continue to number one!

#2 - Lady Gaga in Telephone

Little Monsters rejoice! Lady Gaga of course couldn't be left out of our countdown. The queen of shock, creativity, and innovation, this pop sensation and makeup inspiration has come in at number two for her the looks she serves up in yet another epic video that is both over the top and full of perfected pizzazz.

Featuring the one and only Beyonce, can this video be any more epic? The divalicious duo not only show off their already legendary singing chops, but they go on a Thelma and Louise rampage, plotting to off Beyonce's, a.k.a. Honey Bee's, boyfriend. The two vixens team up and think up a poisonous plot that shocked many a viewer. And just as dark as their crimes, are their amazing makeup looks.

Complete with the sickest cat eye we've yet to spot, Gaga takes on both prison and outlaw life with serious makeup swag. Her eyes are winged to perfection, fading out to meet her uber filled and pristine brows. With coke cans in her bombshell blonde hair, Gaga also gives a nod to the old school ways of curling hair. The glam goddess serves up several looks, rocking a smoked out blue eyeshadow to match her telephone hat in one scene, to a chef's hat made out of hair itself!

Both Beyonce and Gaga also opt for dark lip colors, adding to the sinister appeal of the characters they play. From black to oxblood, there's no mistaking what feature aims to be the highlight of each look. And we have renowned makeup artist, Billy B, to thank for it.

In an interview with The Wow Report, Billy B talked about Gaga's love to push the beauty envelope and turn makeup into art. "Well, first let me say that I find her completing inspiring to work with. Not only do I find her face inspiring, but her attitude and outlook are inspiring," he said. "She's not a vain person. Her art is not about vanity. It's not about "making her look great." It's more about the references and the message. And what I find exciting is doing that - helping her telegraph the message - but also hoping that she also ends up looking amazing when I'm done.

The proof is in the pop! Check out the epically bad ass video plot below as well as the cool makeup tutorial on how to get Gaga's look below and let us know what you think!