Issa Rae and her real best friends throw shade for CoverGirl

Issa Rae shows off her comedic chops in the latest spot in CoverGirl's "I Am What I Makeup" campaign from Droga5. "Shade for Shade" features not just Rae but also her real-life best friends Megan Lawson, Abenet McMullen and Devin Walker on their way to a girls' night out in downtown Los Angeles.

The action takes place entirely inside the car. Each of the women chooses a different shade of Exhibitionist lipstick: black, nude, purple and red, which inspires gently thrown shade, a bit of teasing and verbal sparring between gal pals.

If the banter feels authentic, it is. "We had a base script that highlighted the specific shades, but the spot was almost entirely improvised," says Alexander Nowak, executive creative director at Droga5. "We wanted it to feel more like an intimate moment between girlfriends, not a scripted commercial."

The women also chose their own shades of lipstick, based on their personal preferences. The specifics of the script and the shade, which are so closely tied to the colors themselves, grew out of those choices.

Rae's versatility--"actor, writer, director, producer--"is one of the reasons she was chosen for the campaign, which features other talented and stylish women like Ayesha Curry and Katy Perry. "A huge part of the CoverGirl rebrand was redefining what it means to be a CoverGirl," says Ukonwa Ojo, CMO, consumer beauty, at Coty Inc. "Diversity and inclusion have always been at the core of the brand, but we expanded what that means to include vocational diversity. Issa is one of the most talented writers of our time, so it was only natural that she and her girlfriends would riff off and improvise on of the example script that the team developed."

Like CoverGirl's previous spot for its TruBlend Matte Made foundation, this 2-minute short film is directed by Kim Gehrig; cinematography is by Stuart Winecoff. Rae also starred in a solo spot for the campaign, where she flirted shamelessly--with a mirror.

That spot was part of the initial rebrand Ojo mentioned, a platform on which these newer spots are being built. "Beauty is a very competitive category with new products launching all the time, and standing out is hard," Nowak says. "The beauty of the campaign is that it can be adapted to any new product launch, and 'Shade for Shade' was a natural extension developed after the brand relaunch."