Not only do we want to turn Kylie Jenner's frown upside down, but we're a little alarmed that the 17-year-old reality TV starlet is breathing in all of her pal's second-hand smoke...

On Monday X17 photographers caught Kylie having a heart-to-heart with a friend during a break from her Pac Sun shoot in Los Angeles, and we're not sure what the duo were talking about, but clearly it wasn't about Instagram selfies and makeup tips.

Though Kylie posted some cute photos of herself from the studio, when we caught her leaving with supermodel sister Kendall later in the day, she was looking downright depressed. From the wet hair and no makeup to the fact that she was staring at the ground with a sad expression on her face, we have to wonder if Kendall's success in the fashion world has gotten to Kylie...

And with all the attention on Kim's wedding (and Kourtney's third pregnancy and Khloe's relationship with French Montana), it seems like there's no room left for Kylie. Plus, when you factor in parents Kris and Bruce Jenner splitting, it seems like this is all too much for the teen queen to handle...