I have used BE for a while, and no breakouts or bad skin... It looks great on you, and your face should be pailer than the rest of you... not by a million shades, but a little bit... they say you should test the foundation on the inside of your arm...The only thing about bare minerals is it can get shiny after a while because of some kind of mineral in it that makes it a bit shimmery. I switched to MAC's mineral foundation which lasts, does not make you shiny like BE, and is totally wonderful. Apply is after a generous application of moisturizer all over your face... it holds your makeup on, helps even it out. Alwayssss moisturize!! The MAC one is awesome, if you do not like the big pore/shinyness, try the MAC... (I am a makeup nut, I got to a lot of seminars for MAC and other cosmetics companies to learn the tricks and screts to making things look good and stay.)