Models at the Dolce & Gabbana fashion show last week drew stares with their see-through dresses, leather-ruffled stockings and wedge-heeled shoes. Another risky look on the runway was "Dahlia," a deep crimson lip color the Milanese brand has been developing for two years with Procter & Gamble Co.

The fashion house that parlayed provocative clothes and advertising into a $2 billion-plus luxury business now wants to seduce American women with makeup. Designers Domenico Dolce and Stefano Gabbana next month will launch a line of luxury cosmetics at Saks Fifth Avenue. It includes $59 foundation, $30 lipstick and $44 rouge in gold-toned packaging.

Dolce & Gabbana The Makeup marks P&G's first foray into upscale cosmetics, a huge jump from its drugstore CoverGirl and Max Factor brands. The move is an extension of a partnership forged three years ago to produce fragrances. But it comes at a time when luxury stores are suffering some of the biggest sales declines in all of retailing.

In a recent interview in his Milan studio that was closely supervised by former Dolce & Gabbana chief executive Gabriella Forte, who is now a consultant, Mr. Gabbana cast the foray into cosmetics as democratizing its brand. "It is for the rich and not rich," young and old, said the buff 46-year-old designer.

Cosmetics are a way for the fashion house, which now has 15 boutiques in the U.S., to reach a broad audience. Makeup isn't subject to seasonal obsolescence the way apparel is. Beauty counters also give the designer label prime real estate on the first floor of department stores to connect with browsing consumers.

Historically, women have gravitated toward lipsticks and other inexpensive pick-me-ups during recessions. This recession poses new challenges. Drug stores and discount retailers have expanded their beauty sections, hoping to sway shoppers with their lower-cost selection.

P&G sees its push into high-end department stores as a crucial step that will help it showcase its Dolce & Gabbana fragrances, such as the $70 The One perfume for women and the $55 Light Blue Pour Homme cologne for men. Those scents are now sold in crowded perfume aisles. But at Saks, they'll be featured in Dolce & Gabbana "temples" with gold fixtures and black chandeliers, and be sold by saleswomen wearing the label's tailored clothing.

The upscale move coincides with P&G's efforts to lure shoppers away from luxury beauty counters with its mass-market brands. The company's Olay skin-care line has been launching $40-plus products that seem high end for drugstores while advertising how the brand outperforms pricier department-store creams. P&G Chief Executive A.G. Lafley lately has been celebrating the drugstore trend. "There's trade down and out of department stores and specialty stores," he said on a conference call with investors in January. "There's trade-in to our [mass] channel, and that's good."

Even as U.S. sales of prestige beauty products fall -- they declined 3% to $8.38 billion last year, according to market-researcher NPD Group -- P&G believes the Dolce & Gabbana name will help it grab market share away from other luxury brands. P&G officials contend that its Dolce & Gabbana's fragrances gained market share last year as U.S. fragrance sales overall fell 6% to $2.68 billion, according to NPD. P&G says Dolce & Gabbana fragrance sales have tripled in the last three years. In 2008, the brand became one of the top-three highest selling fragrances in the U.S., up from the year before, when it didn't make the top 10, a spokeswoman says.

Culturally, P&G and Dolce & Gabbana have little in common beside the ampersand. When Mr. Gabbana insisted that the cosmetics be packaged in metal compacts, rather than cheaper plastics, the Cincinnati consumer giant initially frowned on the move. "I wasn't exactly jumping on the table," said Markus Strobel, vice president of P&G's prestige division, which produces the cosmetics under license from Dolce & Gabbana.

He has become a convert. Mr. Strobel, dressed during a recent interview in Dolce & Gabbana jeans, jacket and gold-soled sneakers, said P&G's testing showed that consumers "loved the experience." Mr. Strobel personally tested the cosmetics, painting each of his fingernails a different color and trying the foundation and eye shadow.

Lipstick is the collection's particular focus for Messrs. Dolce and Gabbana. Though makeup typically doesn't contain a fragrance, the duo wanted a scent to help set the brand apart. With the help of P&G market research, they went with a light rose scent.

Messrs. Dolce and Gabbana profess a passion for red lips, but they added orange hues after celebrity makeup artist Pat McGrath, who also serves as creative director for P&G's beauty brands, insisted on a palette to suit different tastes and skin types. Mr. Gabbana said he would tolerate only the color of oranges from Sicily.

The acoustics of the lipstick tube was also scrutinized. "It clicks, like an antique box," said Mr. Gabbana. "It's very for you, very private." P&G's Mr. Strobel likens the click to shutting the door of a Ferrari sports car. Getting the right packaging sounds for products ranging from screw-top lip glosses to compact-encased eye shadows was like "creating a perfect symphony," he said.

As for marketing, most beauty ads feature facial close-ups, but Mr. Gabbana wanted his photographer "to shoot all the body" of Scarlett Johansson. Messrs. Dolce and Gabbana deemed the curvy actress to be like a modern-day Marilyn Monroe, one of their current artistic inspirations.

On a recent trip to La Rinascente, the Italian department store that started carrying the cosmetics line two weeks ago, Mr. Dolce surreptitiously watched shoppers browse his counter. He was shocked to see "boys buying the lipstick for their girlfriends. We never thought of this," he said.