The present invention is directed to a lengthening and smudge proof mascara composition for making up eye lashes having: (a) at least one alkyl ethoxylated polymer wax; (b) at least one oil soluble polar modified polymer; (c) at least one oil soluble high carbon polar modified polymer; (d) water; (e) at least one non-volatile oil capable of solubilizing the polar modified polymers; (f) optionally, at least one volatile solvent; and (g) optionally, at least one colorant, and wherein the composition does not require fibers to be dispersed therein.