I am by no means an expert, but I think it comes from the makeup drying out on dry skin. I get flakiness from powder and less from liquid makeup, I also use primer spray and setting spray. Too much makeup still flakes. I have a mix of normal and oily skin that gets dried out from acne products (I can't be on estrogen b/c anymore and the progesterone b/c makes my skin suck). I started mixing my color corrector, concealer and foundation on like a plastic palette and got better results than layering them. You could also try different application tools (beauty blender vs brushes). Of course if the Cover Girl works then it works!