A makeup case system is presented that helps to keep two paired makeups together. As one example, a lipstick case is presented having a cover and a base. A holder is positioned in an exterior surface of the lipstick case, that when viewed from above or below is semi-circular in shape. The holder is sized and shaped to receive a pencil, such as a lip liner pencil or eyeliner pencil or brush, therein. The holder includes lips that extend past a centerline or maximum diameter of the pencil. A pencil is inserted into the holder by providing sufficient force to deflect the opposing lips thereby allowing the pencil to reside within the semi-circular holder while being frictionally held therein. The pencil is similarly removed by providing sufficient force to overcome this frictional engagement thereby allowing the pencil to be removed from the holder.