Skin-lightening is an aesthetic practice of global concern. By adopting a biopsycho-social approach, we consider the interplay between the biological, psychological and social factors that underpin the circulation and consumption of skin lighteners in South Africa. This paper reflects on biological aspects of skin lightening, interpersonal relationships, individual beliefs and expectations about the maintenance of health and well being that informs cosmetic practices. The paper seeks to examine claims made by historians (Thomas) and political philosophers and activists (Biko) that colonialism and apartheid in South Africa historically reinforced the use of skin lightening products in the country. The paper also investigates the role of media in staking out the boundaries of beauty. We argue that men and women practice skin-lightening not only as a complex result of the internalization of global standards of beauty, but meshed with a national politics of race and colorism. Banning skin lightening products without understanding the biological effects but also the social forces that underlie their increased popularity will prove futile. Moreover, we must consider the immeasurable pleasures associated with lightening, and the feelings with achieving visibility in South Africa, a country that continues to wrestle with blackness.