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Exclusive First Look: Katie Holmes's Best Beauty Advice - and What She Won't Do In Front of a Guy

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Tom Munro for Allure

It’s no secret that Katie Holmes is stunning, but we’ve never seen her quite this sultry.

For Allure‘s April issue (on stands March 26), the star (and face of Bobbi Brown cosmetics) goes from “girl next door” to sexy screen siren, posing for the magazine’s cover in a smoky eye, wet hair — and not much else.

But though Holmes is model-gorgeous in the pics, she shares the beauty advice her mom once gave her that keeps her grounded: “She said, ‘You may be pretty, and you may be talented, but nobody will remember that if you’re mean.'”

The star also shares her makeup and haircare must-haves — as well as her beauty must-not-do in front of potential dates. “When you’re cleaning out your ears, you probably don’t want an audience!” she says.

Click to see another photo from the shoot; then visit for tons more on Holmes’s great style, beauty tips and to see a behind-the-scenes video from the shoot. The April issue hits stands March 26.

Tell us: What’s the best beauty advice your mom gave you?

–Alex Apatoff

RELATED PHOTOS: See the beauty products PEOPLE StyleWatch editors are loving right now!

Katie Holmes Allure Cover
Tom Munro for Allure