Is that you, Katie Holmes?!
The actress was barely recognizable on the set of her new movie, "All We Had," on location at Walmart in New York City on Tuesday.
The 36-year-old was spotted looking worse for wear as she filmed scenes for the flick, rocking a strapless acid-wash denim mini dress and messy curls.
In the movie, Katie plays a mother who's struggling to provide for her 13-year-old daughter. The drama is also the "Dawson's Creek" alum's directorial debut.
It definitely sounds like Holmes was instantly drawn to the movie too, which is an adaptation of Annie Weatherwax's novel by the same name.
"Katie has such a clear vision for the book's irreverent, original mother-daughter relationship," producer Jane Rosenthal told the Hollywood Reporter last year.
We can't wait to see Katie's acting and directing chops play out on the big screen!
What do you think about Holmes' movie makeunder? Sound off below and check out the gallery above to see more stars' set transformations!
