The present invention is directed to a transfer resistant and long wear cosmetic composition having a unique gel-like texture with good pickup, payoff, and spreadability properties, as well as a silky smooth feel containing: (a) at least one polyamine (b) at least one oil-soluble polar modified polymer (c) water (d) at least one volatile solvent (e) at least one non-volatile solvent (f) at least one water soluble surfactant (f) at least one colorant and (g) at least one oil absorbing powder.