Mars Star Power, Make Up was the second transformation phrase that Rei Hino used to transform into Sailor Mars. This transformation was very similar to Sailor Mars' previous one with very few differences, the main one being that the Mars symbol appeared behind her at the end of the transformation.
Rei held up her hand as a stream of red stars swirled around it, alighting on her fingernails and turning them red. Her Star Power Stick appeared, spinning, and as she took hold of it the Mars symbol inside the star began to spin. She then turned around as streamers of fire emitted from the Stick, which finally coalesced into several rings around her body. The rings contracted and became the various pieces of her sailor fuku, and Sailor Mars assumed her finishing pose.
- In the english dub of the R season, this transformation included footage from Sailor Mars' previous transformation "Mars Power, Make Up".