Not flake proof, nor waterproof [SEP] I got this today, was excited to try it.<br />My first impression was it seemed dry and didn't seem to go on well, took 2 coats to see it.<br />Through the day I'd find flakes on my cheeks from it which if its old and drying out you'd expect but its suppose to be new.<br />As for waterproof it isn't,  it came right off when it got wet, so dont cry..<br />It never smudged just flaked.<br />From all the great reviews i guess i was the unlucky one and got a dried out tube of mascara.