Rachel Bilson was far from her normally fresh-faced self when she stepped out without any make-up on yesterday.

Even the stunning actress's huge shades failed to disguise her pasty complexion.

And the former OC starlet's usually shiny locks were replaced with a matted mop.

Rachel without her make-up on (left) and with (right)

Rachel went for a low maintenance look during a trip to the mall in L.A.

See a bare-faced Rachel below