This palette has a lot to offer. There are 8 matte, and 8 shimmer shades. It is extremely versatile, the colors are beautiful and extremely pigmented. You can create many similar looks that you would be able to do with the Naked palette. This palette is $42 vs $$52 for urban decay. The colors are creamy not chalky, and has very little fallout. GREAT product! Naked 1&2 are very similar to each other, and I would not purchase both.