Make-Up is the sixth track on Vanity 6's first and only album Vanity 6. The track was written, produced and largely performed by Prince (as was the rest of the album). Five months after the album's release, it was included as the b-side of He's So Dull, the album's third single, and soon after also the b-side of Drive Me Wild, the album's fourth and final single.
While specific recording dates are unknown, basic tracking took place in Summer 1981 at Prince's Kiowa Trail Home Studio in Chanhassen, Minnesota (during the same set of sessions that produced Wet Dream, Drive Me Wild and I Need A Man). The tracks were intended for an album by The Hookers, which was abandoned in Fall 1981, and which later evolved into Vanity 6. Vocal overdubs by Vanity and Brenda Bennett were added in Spring, 1982, when the band had evolved into Vanity 6.