Karen Wheeler (Cara Buono) is a conflicted woman: she cares a lot about her family, even if her marriage is unhappy, but she can barely resist the bad boy charm of Billy Hargrove. He’s invited her at a motel, so in this scene she’s getting ready to join him there.

The red lipstick she’s applying is Elizabeth Arden Lip Spa.

The hairspray reflected on the mirror is Rayette Aquanet.

When she removes her wedding rings, we can see a Christian Dior compact, probably containing eyeshadows.