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The key is working with eyeshadows in different shades and proper blending technique. Take a matte or shimmer shadow in a neutral tone (beige, brown, peach) and apply it all over your eyelid as a base. Then blend a darker shade (brown, gray, olive) along the upper lash line and into the outer corner - this creates depth and definition, which is what a pencil would normally give you.
The secret to a natural look is soft transitions between shades. Use a brush with medium-sized bristles and blend with circular motions so there are no harsh lines. If you want to slightly define the contour, add a thin line of dark shadow along the upper waterline with a special eyeliner brush - it looks softer and more natural than a pencil.
Finish with mascara in two or three coats, which will add definition to your eyes and tie everything together. If your lashes are sparse, curl them with an eyelash curler first - it opens up your eyes even without a pencil.
Don't try to replace the eyeliner with a lighter eyeliner pencil - it just looks weird and smudges. Instead, use a brown or taupe eyeshadow with a soft brush that's slightly damp, apply it in a thin line along your eyelid crease, and blend it right away. It looks way more natural than a liner and it's easier to control how intense you want it.
You could also try eyeliner instead of a pencil - liquid or gel looks neater and doesn't smudge. If you want a really soft effect, blend it with a damp brush along the lash line, and you'll get more of a shadow effect rather than a sharp line.
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