Photo: Sergio Kurhajec

O creative director Adam Glassman wants to keep America beautiful—so this spring he traveled the country in search of women ready for fabulous head-to-toe makeovers. Then, with the help of hair guru Ken Paves and makeup artist Sarah Lucero, he took their looks from ho-hum to hubba-hubba.

Above: Their "before" shot (from left): Courtney Shanahan, Alexandra Bernard (on ladder), Cindy Cooper (Alexandra's mom), Mickey Noella, Jai Liriano and Shelly Lee.

Sweatshirts, Ebbets Field Flannels, $79 each.

See more of Adam's fashion tips from the U.S. of O tour here!

Photo: Sergio Kurhajec

Shelly Lee
Age: 47
From: Seattle

Her Rut
Except for the occasional animal print (and when she's taking a "before" shot for O), Shelly's wardrobe is all black all the time. "I'm a single mom and grandma of four," says the Nordstrom marketing administrative assistant. "I used to be fashionable. Now it's whatever's easy. I work in a stylish industry and need to refresh my look."

Her Makeover
The Clothes: A knit dress in gorgeous neutrals flatters Shelly's curves and lets her expand her palette. Heels that blend with her skin tone visually elongate her legs, while a color-blocked shoulder bag is a fresh alternative to black.

The Hair and Makeup: Eyebrow designer Eliza Petrescu shaped Shelly's brows with a defined arch. Ken added length with a braided-in weave since Shelly had trouble growing her hair long. Sarah chose an eggplant eyeshadow as a subtle way to incorporate color.

Her Reaction
Shelly was so moved by her new look that she burst into tears. "I never saw myself like this before—beautiful, sexy, and amazing. I feel like a queen!"

Dress, Lafayette 148 New York, $548. Earrings and ring, Melinda Maria. Bag, Furla. Shoes, Nine West.

Photo: Sergio Kurhajec

Jai Liriano
Age: 44
From: Chicago

Her Rut
The busy mother of three boys wanted something more elevated than her ponytail-and-Lululemon uniform. "I don't have much time, so I've become complacent about fashion and beauty," she says. "Now I want an updated look that works for my age and body."

Her Makeover
The Clothes: The self-proclaimed "pants girl" was happy with these smart plaid trousers topped by layered knits. The outfit's muted blues, grays and creams are sophisticated; stacked heels and a structured bag add polish.

The Hair and Makeup: Ken, creator of Ken Paves You Are Beautiful haircare, tamed Jai's thick, wavy hair with a long, textured bob. He also gave her blonde and sable highlights and lowlights. "Jai has gorgeous bone structure," says Sarah, Stila Cosmetics global director of education, who emphasized it by contouring her cheekbones.

Her Reaction
"This look feels like me, but amped up!" says Jai. "The little bit of plaid in the pants makes the outfit more interesting without a lot of fuss, and I love the mix of colors and patterns. As for the hair, layers work with my texture, so I don't have to flatiron it to death."

Poncho, Robert Rodriguez, $139. Sweater, Amour Vert, $195. Pants, NYDJ, $130. Watch, Michele. Bag, Luana Italy. Shoes, Reiss.

Photo: Sergio Kurhajec

Cindy Cooper and Alexandra Bernard
Age: 52 and 30
From: Los Angeles

Their Ruts
Cindy nominated her daughter, Alexandra, for a makeover, but when Adam met them, he thought mom was deserving, too! After working from home as a business consultant for the past two decades, Cindy has her uniform down pat: stretchy pants, tank top, cardigan and flip-flops. But she's launching a new business that will put her in the public eye, and she wants to step up her game. Meanwhile, Alexandra is reentering the workforce after three years as a stay-at-home mom of three. "I wear leggings, tank tops and sneakers every day," she says. "I'm not job-ready!"

Their Makeovers
The Clothes: Cindy, who normally avoids prints and skinny jeans, was coaxed into a patterned blouse and fitted denim. For Alexandra, cropped jeans, a sharp blazer and heels blend office polish with casual style.

The Hair and Makeup: Ken darkened Cindy's platinum hair with golden tones and gave her bangs to draw attention to her eyes. Sarah played them up with matte cocoa shadow. For a hairstyle that was "sexy and cool," Ken cut off a foot of Alexandra's hair and removed the purple tinge to make it a medium red. Sarah didn't want to conceal Alexandra's freckles, so she thinned her foundation with moisturizer.

Their Reactions
"These were not little changes!" says Cindy. "But I couldn't be more pleased." Says Alexandra: "I love my ginger haircolor. It matches my freckles! And I look like a 30-year-old, not a teen shopping in the juniors' section."

On Cindy: Jacket, Nic + Zoe, $198. Shirt, NYDJ, $88. Jeans, NYDJ, $110. Earrings, necklace and bracelet, Melinda Maria. Shoes, Gianvito Rossi.

On Alexandra: Blazer, Clover Canyon, $242. Jeans, NYDJ, $110. Earrings, Rue Gembon. Watch, Michael Kors. Ring, Swarovski. Bag, Longchamp. Shoes, Elliott Lucca.

Photo: Sergio Kurhajec

Courtney Shanahan
Age: 28
From: Tempe, Arizona

Her Rut
"I've had the same look since college," says Courtney, who favors skinny jeans, a loose top and flip-flops. "I feel clueless about fashion, and makeup is usually just mascara and ChapStick. I'm eager to try something new!"

Her Makeover
The Clothes: A swingy skirt defines Courtney's waist, and a fringed jacket is polished but youthful. A shimmery top and lace-up heels add a trendy vibe.

The Hair and Makeup: Courtney's natural haircolor, a medium brown, was "washing her out," says Ken. He gave her a deeper rich chestnut, which warmed her skin. To set off Courtney's blue eyes, Sarah created a smoky effect in sunset tones. "Bronzy hues are softer than black, but still provide definition," she says.

Her Reaction
When others at the shoot remarked that she looked like Zooey Deschanel, Courtney beamed. "I love the comparison," she said. "Getting this makeover made me think that celebrities aren't that different—they just get their hair and makeup done! Starting now, I'm going to be adventurous and try more statement pieces."

Jacket, BCBG Max Azria, $338. Shirt, Robert Rodriguez, $89. Skirt, Parker, $253. Bracelet, Swarovski. Shoes, Manolo Blahnik.

Photo: Sergio Kurhajec

Mickey Noella
Age: 39
From: Irvington, New York

Her Rut
A Georgian recently transplanted to New York, Mickey hasn't shed her Southern roots. "Everything has to match," she says. "If I have a giraffe print shirt, then I need giraffe print shoes! And I love bright colors. But I want to inject some New York cool into my style."

Her Makeover
The Clothes: Mickey's outfit is anything but matchy-matchy: A printed dress and patchwork coat take pattern mixing to the next level, but a similar color palette makes the pieces work together. Leather sleeves and slinky silver jewelry convey big-city style.

The Hair and Makeup: Mickey wished her hairstyle could be more playful. For Ken, the solution was to paint light pieces all over, using blonde and honey tones. Mickey's default lipstick was bright red, but Sarah persuaded her to try flattering caramel instead.

Her Reaction
"There were so many firsts for me today!" says Mickey. "First hair lightening, first eyebrow shaping, first time wearing shapewear—it's all so exciting. And the color in this look lets me maintain my uniqueness."

Coat, BCBG Max Azria, $498. Dress, NYDJ, $168. Necklace, Silpada. Bracelet, Vince Camuto.

Want to see more of Ken's fantastic styling tips? Check out our new video series "From Work to Wow!" on