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The prevailing cultural emphasis on women's attractiveness being tied to youth raises questions about how women perceive their appearance in the second half of life. The current qualitative study addresses this issue by posing two questions: how do women over fifty perceive and describe changes in their appearance? And how do they cope with these changes? Five focus group meetings with 19 Israeli women aged 54–76 were held to examine the issue. The meetings were structured around viewing three film clips starring older characters, encouraging the reporting of attitudes and perceptions in response to the clips. Based on a latent thematic analysis, the findings led to the conceptualization of a five-attitude model in response to physical changes in women's appearance: Grief—over the loss of youth and attractiveness; Resentment—over gendered media representations and cultural norms; Avoidance—distancing from one's aged appearance; Care—maintaining grooming routines; and Acceptance—coming to terms with the changes in appearance. Differences in responses between women were interpreted as reflecting a distinction between internal and external locus of control. Those with an external locus of control internalized the judgmental gaze of others, thus, reporting a greater sense of loss. Those with an internal locus of control were better able to accept themselves and focus on grooming rather than conforming to an imagined ideal. Results suggest that the distinction between understanding women's relationship with their appearance in terms of beauty work or beauty care may depend on the woman's locus of control. [ABSTRACT FROM AUTHOR]