I dislik it because I can see it, smell it, and feel it. She says she needs it for if she has a break out. Make up makes break outs look worse. She doesn't understand that I don't like it. I've tried to explain in everyway to her that I don't like it. Any suggustions. ANY ONE

Do research and find new ways for her to handle her breakouts. Adding zinc tablets to her diet will help clear her face. There are other helps for her too. The foods she eats make a difference.

Is her makeup too thick? Is she trying to cover up breakouts with thick layers of makeup? Has she been to her doctor for help?

So, you dislike it. But does she? Does she really only wear it to cover up break outs? Personally, I enjoy wearing make up. And I've never felt it was my boyfriend's place to tell me what make up to wear, how to do my hair, or anything in that realm unless I either asked him for his opinion or he was paying for it.
If she's really only wearing it to cover up break outs, then it would be nice for you to try finding solutions to help prevent them.

It not up to you to "change" anyone. You either accept them or you don't.

Well your girlfriend should be 100% comfortable around you