In my opinion, this one is better than the first! There is more variety in this palette than the first. The first had more dark shades than anything else, and this one has light, medium, and dark shades that allow for naked eyes or more dramatic.There is more of a color range in this one, too. In addition, the first only had two mattes, which were both crease colors more than anything. I prefer the fact that this palette has matte highlight, crease, and darker matte option.The packaging, I think, is an improvement. I don't understand how people say this one looks cheap when the first one is made out of *CARDBOARD*. This case is sleek and clean looking, and is easier to keep clean. In addition, this is a more secure closure since it snaps shut. The mirror is larger, which is nice if you are on the go with the palette. The size is similar to the first, but it is slightly heavier, but it's not like you're lifting weights with a makeup palette.The addition goodies weren't what I purchased the palette for at all. $50 for 12 full sized shadows is a good deal already. The gloss didn't show up on my lips as anything more than a bit of shimmer and gloss. The scent is mint with a hint of vanilla. It smells like a Cert, honestly. It's not a bad scent for those who don't mind that type of scent/flavor. It's on the thicker side, and isn't too sticky, but as it wears off it starts to feel tackier than when first applied. As for the brush, I find it doesn't do anything for me. The colors don't show up as well with this brush, and it flicks around a lot of product. I use non-synthetic brushes, and I pat the product on, which produces the best result.Shades:Foxy - Extremely light yellow-tinged cream color. Matte. This is on the sheerer side and almost blends into my skin color (light to light-medium yellow tone) when swatched. I actually really like this because it brightens/lightens my brow bone, but doesn't look so harsh. No similar shade in N1.Half Baked - A repeated from the original, and appears in many other UD palettes. Some may be disappointed by the repeat, but this is one of my favorites! It's super smooth and pigmented. It's a gorgeous, shimmering bronzed-gold. Exact repeat of N1.Booty Call - This is a pale-light, shimmering peach. This is super smooth and quite pigmented, which at first swatch I thought it wasn't. This is a great brightening shade for the inner corner, brow, or lid. Most similar to Virgin in N1, but Virgin is cooler, ashy, and lighter with less pigment.Chopper - Shimmering fawn/coppered brown with silver micro-glitter. GORGEOUS. Super pigmented. I use this wet, and it looks great with Booty Call and Snake Bite. No dupe in N1. Sidecar is significantly more bronzed-beige with silverish sheen.Tease - A light brown with a greyish-purple cast. Matte. This is another sheerer one that needs to be worked with a bit to build up. I use this mostly as a crease or outer corner color, but doesn't work with all the shades in the palette like Chopper, Half Baked, etc. Looks a little weird with the warmer shades of the palette. No N1 dupe, but would look great with Sin, Toasted, and Hustle from N1 due to its undertone. A more pigmented version of this shade would be MAC Quarry.Snake Bite - One of my favorite shades! Pigmented and smooth. The shade is a shimmering metallic bronze. This has been compared to Smog and Dark Horse from N1, but to me those are more gold where this has more of a bronze-orange tone. It has a richer look and dimension, IMO.Suspect - A very light, shimmering golden-beige. Very smooth. This shade makes a great lid color for a very neutral/naked look. For those with darker skin, might even work as an inner corner or browbone shade. No N1 dupe. Sin is more pink champagne and Sidecar is darker and bronzed.Pistol - Light-medium, shimmering grey-brown. This does look brown more than grey, but the grey tone is definitely apparent. Smooth, but felt I needed to build a bit to get an even color. Love using this to create a smoky eye with Tease, Verve, and Blackout. No N1 dupe. Gunmetal is cooler, glittered, and has a blue tone. Pistol has much more brown.Verve - Pigmented, shimmering oyster, which is essentially a light, silverish/grey brown. No N1 dupe.YDK - Hands down favorite of the palette! Pigment rich, shimmering metallic! The shadow is a little chunky looking, but applies smoothly. I pat it down rather than sweep. This is a gorgeous bronze color with much more of a purple base. Most similar to Toasted from N1, but WAY more gorgeous and dimensional.Busted - A darkened brown with purple tones. This is a shimmer, but it's not as sparkly as some of the others. Great pigment. Almost identical to Hustle from N1, but Busted is darker and a little less purple. This is what I was hoping Hustle would be.Blackout - Matte, pigmented black. Can be used as a liner, mixed with other colors to deepen, or to create more depth, etc.While some of the colors require more work than others, that's no different than what I found with N1. Overall, I find this palette has more of a range. The colors ARE pigmented if used correctly. They are soft texture, so too much blending will blend them away. Using a brush that grabs the product without absorbing is the best option for getting pigment without fallout. Using too much primer actually inhibits wear. And no, N1 and N2 are not dupes. They do complement each other very well. Both aren't essential, but are nice. My personal preference is the sequel! « less

COLORS: This palette contains quite a variety of basic colors, but re-vamped. It takes the dark browns, the black, the gray, the light browns and transforms them into richer colors. Some are beautifully shimmery(Half-Baked, Smog, Sin, Toasted), but I have not seen any fallout. Two are matte (Naked, Buck), and blend in so naturally, yet retain their full pigment. A few are a mix of slight shimmer and a bit of glitter fleck (Sidecar, Gunmetal, Creep), but they aren't extremely glittery at all, no fallout. And then you have the barely-there shimmer colors ( Virgin, Hustle), that are quite beautiful and easily blend-able.PAYOFF: What I like about all of these shades is the fact that they all have great color payoff. Meaning, the color you see in the container is what goes onto your lid-not at all sheer. The shadows are soft and rich to the touch, and they are all very lush pigments, very opaque. They glide on extremely easily, and aren't at all hard to blend, even the black.SIZE: Each shadow slot is more than half the length of a pinky, and they've lasted me quite a while. I've owned this palette for a few months, using it almost daily, and I've yet to see the bottom.BONUS Primer: They give you a mini Primer Potion to go with it now, instead of the old duo-ended eyeliner in the old palette sales. The primer is as amazing as ever; goes on like a soft creme and blends into your natural lid shade, keeping these lovely colors rich in color and crease free. Urban Decay has now switched the main formula to tubes, but they give you this mini in the form of the old bottle shape, which not all like, as the wand is useless, and after a while, doesn't dispense enough product even with half a tube of product left.BONUS Brush: Instead of the duo-ended pencil, which I think they should have kept, they replace the slot below the colors with a shadow brush. It is 5 1/2 inches in length, and is thin in width. The handle of the brush is a dark brown/silvery metal that is very pretty, and the actual brush section of it is about the length of a pointer nail. It is brown at the bottom, white at the top, and applies on the eyes with the colors pretty well. It's not a cheapy brush, and does what it was created for, but I prefer to use my fingers. It doesn't blend the colors in extremely well, but it is good for the application.PACKAGING: The palette measures almost 8 inches long, and is almost 3 inches in length. The surface of the palette is quite soft, almost like a sleek fabric, and has the gold for the NAKED and Urban Decay words. The gold has a habit to chip a bit in a few places over time, and if you have pets, make sure they don't rub on this palette, or hair will cling to it. lolPRICE: The price of this palette made me bite my lip, but I went for it, and I'm certainly glad I did. There are colors in this palette I haven't seen in any other neutral palette, and it was a worthwhile purchase. Do I think it could be a tad bit cheaper? But of course. I would have expected the size of the shadows to be a bit bigger for the price, but they've lasted me quite a while. I'd recommend this palette. If you're more of a natural eye makeup person, you might want to think more carefully, as many of these colors contain a good deal of shimmer, and only two nudes and two partial nude-y, shimmer colors. I hope this in-depth review has helped some of you decide. I'll enclose a picture, too. :) « less

This palette is one of the best neutral palette out there. The colors are beautiful. They are neutral, not boring, blend well and work together. You can create simple looks as well as a smokey eye. You can create office appropriate looks as well as looks for going out. It's not my only palette, but when I pull it out I know that I will get a great look. It's simple to combine colors, they go on creamy, and fallout is minimal for all shades except for perhaps Sidecar. You get 12 shades in all, listed below. You also get a velvety case that closes magnetically. There's a mirror. Also, you get a Good Karma shadow brush which is very high quality. I actually keep it in my brush case, not in the palette (there's a place where you can put that or a liner) because I use it to apply all my shadows. Tip: Pat the shadows on lightly, don't sweep. That minimizes fallout and enhances pigmentation.Colors include:Virgin: Pretty, shimmery whitish pink shade. Good for the inner corner.Sin: Champagne pink - great lid shadeNaked: Matte beige color. My favorite "transition color" to blend out the edges of my crease color. I actually have this one in a single too.Sidecar: Beige with glitter. This can have fallout if you are not careful.Buck: Matte medium brown. I use this one to blend the lid colors into the crease and use it under my crease color.Half baked: Yellowy gold with shimmer. This is a great lid color.Smog: Shimmery medium-dark warm brown. This is the best crease color. I have this one in a single because I love it so much. It's not too dark, not too light.Darkhorse: Dark matte with glitter (I think that's a good description). I use this in the corner to deepen the crease color.Toasted: Pretty medium pink. It works well with Sin on the lid. I like to put Sin on the inner half and Toasted on the outer half.Hustle: Purple tinged pink. I like this one with Toasted on the lid (Toasted on the inner half, Hustle on the outer half) or by itself on the lid. It also works in the crease, particularly with Sin as the lid color.Creep: Very dark grey color. I don't use this much but it's great for a smokey eye, especially when used along with Gunmetal to deepen the crease.Gunmental: Shimmery gunmetal grey. I use the browns more than the grays, but this looks good with the pinker colors - Sin, Toasted, and Hustle.Pigmentation is great. Color lasts all day. I always use it with a primer, as I do with all of my eyeshadow. If you're a neutral lover, you need this palette (or Naked2). I picked Naked over Naked2 because the colors are warmer overall compared to Naked1 « less

I purchased this palette because I have learned that I love warm, bronzy shades on my blue to blue-green eyes. I am very glad that I used my Ultamate rewards points to get almost $20 off this palette rather than paying full price. I am disappointed in the quality of these shadows, and compared to my other $36-50 dollar palettes from other brands, this one should be priced more in the $10-15 dollar range.In the pan, the shades of the Naked original palette look perfect for this use. On the eye, I have had difficulty getting the shades to show up. I have used this product with several different primers: MAC paint pot, Lorac Pro primer, Wet n Wild Fergie primer (my favorite for all other shadows), and Nyx jumbo eye pencil in Milk. Of all of them, the Nyx eye pencil achieved the best color payoff. However, none of the combinations tried have lasted even through a short 5 hr workday. I have not had any creasing, but the color just fades away to the point of having no shadow on by 2:00.The colors of the shadows are very pretty, but the amount of shimmer does detract from them, because the eye sees mostly just shiny lids rather than beautifully blended colors. This is why the colors look better in the pan than on the skin, where the sheen overtakes the look.There is a lot of fallout with these shadows. I don't mind pigment fallout, which can be cleaned up easily, but the glitter that dusts my cheeks and temples is difficult to remove. As a professional who aims for a polished look, I do not want glitter on my face as I am seeing patients.Overall, I continue to experiment with this palette to make it more wearable. Tips I have learned so far:1) apply the mid tone shades to the lid with a finger rather than a brush to get better color payoff and less fallout. I don't like doing this, because I feel that the oils from my fingers will eventually cause the shadows to harden, but I have not been able to achieve similar color payoff with any of the brushes I have tried so far (flat shaders, medium shaders, fluffy blenders).2) These shadows are better suited for a more simple look than a multi-hued nuanced look, as the shimmer/glitter overpowers nuances.3) As the matte shades are neutral to slightly cool-neutral browns, I quickly end up with a bruised look using just these for my crease and transition. The overall look is much better on my skin tone when I reach for a warmer crease and transition shade to mix with this palette, making the entire thing more wearable.4) speaking of wearable, if you are going for a more mature, professional look, I recommend reaching outside this palette for a matte highlight. The Virgin shade of this palette does have its uses, but to me it feels a little drag queen to shimmer from lashline to brows, especially for day. I like precise use of shimmer best, so I don't recommend Virgin as the go-to highlight.5) The Physician's Formula matte quad Classic Nudes complements the palette perfectly. This drug-store brand eyeshadow does last longer on the eye than the UD Naked shadows, so blend well or you will look weird 4-5 hr in. This quad gives a matte highlight for brow and blending out transition shade, as well as 2 warmer crease/transition tones that I prefer over Buck and Naked.6) If you are used to other high end shadows, adjust your expectations for this palette. I have figured out how to get the looks I want with the impact I want after much trial and error, but I still have not been able to get these shadows to last even until the afternoon. I will try at least 2 more primers (UD Primer Potion and TF Shadow Insurance) and see what I get on longevity, will update if I find any improvement.This is my first Urban Decay eyeshadow product. I love their Naked foundation, but this eyeshadow just cannot hold a candle to other shadows that I love. If you want blendable, versatile, long-lasting shadows, I recommend other palettes over this one. « less

This is my ultimate favorite palette. I've had it for a month now and have gotten to experiment enough with it to know that I'll never go without it. I've never had a creasing problem and they last all day. I'm 14 and I think this palette is very appropriate for school and my job. I recommend this palette to everyone. I thought I'd leave a very detailed review below for those skeptical about buying.Packaging: The tin case of this palette is very sturdy. The color also fully suits this palette since the eye shadows are beige/taupe based with a metallic finish. The full sized mirror is great. The only thing I don't like about the palette is, when I open it, the mirror falls back. This can be very annoying when I do my eye makeup, so I have to lean the back against a mirror when using. This may just be my palette, but I was very disappointed by this. The dual ended brush is surprisingly really good quality..Eyeshadows:FOXY- a matte yellow/cream color. This makes a great highlight. I wasn't a huge fan at first, but as I used it, I really liked it.HALF BAKED- a golden-bronze shade with a very shimmer finish. This color works well as an everyday lid color and brings out blue eyes. It is very shimmery though and I have had slight fallout with it. It is one of my favorite colors, and I love it.BOOTYCALL- A light pink/peach shimmer. It's great as a highlight or a very light lid color. It was one of my favorite colors in this palette. A very beautiful color with a very soft texture.CHOPPER- A peachy penny copper with glitter. This color turned out very orange on me. The downside with this color was that there is just slightly too much glitter for me. I still use this color, but not daily.TEASE- Matte muted pale brown. This is one of my favorite colors in this palette! I use it with my Naked Basics and it looks wonderful. Matte eyeshadows require blending though. Perfect lid or base color.SNAKEBITE- A Deep metallic bronze. This is one of my FAVORITES! I love it. It's the perfect crease color for me. It is absolutely perfect. If I didn't have this palette, I would have bought this color on it's own, and probably will when I run out.SUSPECT- A pale slightly golden shimmering beige. Probably my number one favorite color in this palette. I am in LOVE with it! It's the perfect lid color and looks amazing paired with Snakebite. I will be buying this shadow on it's own soon.PISTOL- A very light gray with subtle gold shimmer. This color is a very nice gray color. Perfect for a classic smokey eye. This shadow doesn't have as much pigment as the others, though. It has to be packed on in more than on layer, but if it's used in a classic smokey eye, this isn't a big deal since it's meant to be well blended.VERVE- "Oyster with shimmering finish". It's not quite silver, not quite white A very beautiful color. Goes well with Pistol. Has a metallic finish, like most colors in this palette.YDK- A cool shimmering bronze. It has minimal pink undertones with glitter. One of my favorites in this palette, but I have experienced fall out. This actually looks good for a daytime look or a night time look. If you don't like glitter, you may not like this color, but I love it.BUSTED- Deep metallic brown with plum undertones. This color compliments most colors in this palette and works amazingly in the crease. It's very blendable.BLACKOUT- Matte black. Just perfect. It works great as an eyeliner and in the crease for dark eye looks.Overall:These eyeshadows are richly pigmented and all have very unique color. I have NEVER had a creasing problem with this. A few eyeshadows have fallout, but when I'm careful, it's very minimal. I always use a primer to ensure my shadow will last, and they ALL last all day long. The shadows have such amazing quality and color payoff, and never crease.WOULD I RECOMMEND IT TO YOU?: If you're a minimalist, I think you'll love this. It's very appropriate for school, work, and night time. If you're a makeup junkie (like me), you'll be overjoyed to own this highly anticipated palette. If you're a beginner, you may want to learn the makeup basics with a simpler palette (UD Naked Basics is amazing too, also for those favoring mattes).Overall, I think this palette is a staple. Every girl needs a neutral palette and this is it. I love it, and recommend it to everyone. After experimenting with this, I will be buying Naked very soon. « less