

Some people think Christmas is the most wonderful time of the year. For us, that time of the year is whenever we're assigned the privilege of picking the world's 100 hottest women. We're talking actresses (hello, Amber Heard), athletes (so nice to see you, Alex Morgan), supermodels (and you, Gisele), and anyone else with a pair of X chromosomes known for looking good in the barely there. Don't just take our word for it. Click forward and see all 100 for yourself.



Want more beautiful women? Check out The 100 Hottest Women of All Time for the ultimate list of classic and current hotties.











100. Maggie Grace



Maggie Grace once bragged that she was sent to detention in high school for wearing ridiculously tight-fitting shorts, "because none fit." Personally, we think any time the leggy 29-year-old actress and occasional Twilight co-star slips into clothes tight enough to cut off circulation, it's cause for celebration, not condemnation. And donning doll-size shorts is probably her least provocative antic. While living in Hawaii as a cast member of the ABC series Lost, she frequently enjoyed late-night skinny-dipping with her male co-stars. (You’re welcome for that mental image.)



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Find out which of these lovely ladies landed on our Hottest Celebrity Couples of 2014.





99. Rachel Nichols



The future, we’re happy to say, looks very, very good. In the underrated futuristic sci-fi TV series Continuum, Rachel Nichols plays Kiera Cameron, a detective from the year 2077 sent back in time to nab would-be villains. (Think Looper meets Minority Report—but more fun, and with a way sexier protagonist.) On second thought, if committing a crime in the present means getting to spend quality time in the future with Rachel Nichols, wouldn’t that be the opposite of a deterrent?



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98. Carly Rae Jespen



One day you’re a modestly successful—but mostly unknown—Canadian pop-star. The next? You’re performing to crowds of 300,000 people with Justin Bieber in Mexico City, crowd surfing in Europe, and getting awarded Artist of the Year at the American Music Awards. It’s Bieber, in fact, that Jepsen has in part to thank—the viral success of “Call Me Maybe” started when her fellow Canadian star tweeted the track to his millions of followers, calling it “the catchiest song I’ve ever heard”.



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97. Rosie Huntington-Whitely



There are not a lot of women in the world who could have us asking, “Megan Fox? Who?” But that’s exactly what happened in Transformers: Dark of the Moon, in which Huntington-Whitely, a Victoria’s Secret model, outfoxed Fox as Shia Lebeouf’s main squeeze. Oh, she’s also got that exquisite English accent. And in case you didn’t remember, the movie begins on a lingering shot of Huntington-Whitely’s perfect ass—and, well, sorry, but we couldn’t tell you what happened after that.



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96. Jordana Brewster



There's nothing better than a beautiful woman with balls. We mean figuratively, of course. When Jordana Brewster starred in 2001's The Fast and the Furious, where she was required to drive a car at irresponsible speeds, she didn't have a driver's license or even a learner's permit. And yet she made a convincing case that she knew her way around a stick shift. (Sorry, sorry, the puns are just too tempting.) Born in Panama and raised in Brazil, the 32 year-old Brewster has Amazon DNA—her mom is a former Sports Illustrated swimsuit model—and brains to match her beauty—she's a Yale University graduate, class of 2003. She's also fluent in Portuguese, which begs the question, "Can she say anything dirty in Portuguese, and will she say it to us?"



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95. Deborah Ann Woll



As much as we love the HBO vampire soap opera True Blood, it sometimes makes us feel a little hepatitisy. All that plasma being exchanged between strangers, it can't possibly be healthy. But we still watch the show religiously, partly because of Deborah Ann Woll, the 27 year-old redhead who plays vampire prodigy Jessica Hamby. It's a role that's made unsafe blood transfusions between consenting (and sometimes unconsenting) vampires and humans seem borderline erotic. (Maybe Woll should consider one of these 7 Blood Tests Everyone Should Have.) The Brooklyn native is also an avowed geek and puzzle enthusiast. Although that should level the playing field, we can't look at her without seeing those fangs, and getting simultaneously terrified and aroused. And that's why we know it's true love.



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94. Alison Williams



Breaking news: Brian Williams’ daughter is hot—and hilarious. (As if you needed more proof that the NBC Nightly News anchor wins at life.) Alison Williams honed her comedic chops while attending improv comedy classes at Yale—oh yeah, she’s crazy-smart, too—and used her Youtube fame (listen to her brilliantly adding the lyrics of Nat King Cole’s “Nature Boy” to Mad Men’s theme music) to nab a leading role on HBO’s latest breakout hit, Girls.



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93. Lady Gaga



Lady Gaga hides her attractiveness well, camouflaging her natural good looks with dresses made out of raw meat and flesh-colored shoulder horns. But if you strip away the costumes and prosthetics and metric ton of stage makeup, there's a remarkably hot woman underneath. Even when she's trying hard to convince us that she's not sexy, her songs make a convincing case to the contrary, whether she's imploring listeners to "take a bite of my bad girl meat" or announcing her intention to "ride on your disco stick." Of course, she also told Vanity Fair that she doesn't have sex because she's worried a lover might "take my creativity from me through my vagina." So who knows what to believe.



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As for you, don’t bother giving up sex to boost your creativity. Try these six ways to jumpstart it instead.





92. Cobie Smulders



Forget about how Ted Mosby met his significant other—we’d like to know how we can meet someone as funny, quick-witted, and smokin’ hot as Canadian Cobie Smulders, who plays local newscaster Robin Scherbatsky on the hit sitcom How I Met Your Mother. Smulders, who started her career as a model, so impressed director Joss Whedon that he casted her in a minor role in The Avengers as Maria Hill, and even (allegedly) considered giving her a starring turn as Wonder Woman back when he was still attached to the fledgling project. To that, we can only say: God bless America (and okay, Canada, too).



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91. Azealia Banks



The future of American hip-hop looks very, very good as long as Azealia Banks remains a part of it. The 21-year-old, who first gained a following on YouTube with a string of popular covers and demos, released Fanteasea in 2012. She now has plans to release her first studio album, Broke with Expensive Taste, in early 2013.



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90. Janelle Monae



It takes a sexy woman to wear a tuxedo nearly every day and not look like someone who just finished catering a wedding. Janelle Monae's alluring beauty allows her to pull off her signature black-tie look with enough confidence to make James Bond sweat. The young R&B; songstress is also gifted with a voice like a 1960's Motown diva, which has allowed her to rack up Grammy nominations and a clutch of other awards for songs on her first album, ArchAndroid.



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89. Kristen Stewart



It’s been a rough year for Stewart—and, for the record, we were squarely Team Pattinson when news of the 22-year-old actress’ affair with her (married) director blew up the celebrity news cycle. While we didn’t see a second act in the couple’s future, Pattinson felt differently. Guess we’ll need to trust the kid’s instincts on this one. Youthful indiscretions aside, Stewart’s still a babe, a near-perfect blend of girl-next-door and brooding indie-chick. And with Bella Swan now safely in her past, we’ll learn very soon how much more she can be.



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88. Emma Watson



It’s hard to believe we’ve been watching Watson on screen for more than decade since she first appeared as Hermione Granger in Harry Potter and the Sorcerer’s Stone way back in 2001. But now it’s time for the 22-year-old beauty to branch out, and her role in 2012’s The Perks of Being a Wallflower will prove if she’s ready to cast even stronger spells on audiences than she ever could while playing an introverted, bookish wand-waver.



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87. Abigail Spencer



Mad Men’s Mrs. Potter, as played by Abigail Spencer, is the kind of teacher we sort of wished we’d had growing up: Classically beautiful, slightly rebellious, and charmingly offbeat—or as some people suggest, potentially crazy. It’s easy to see why Don Draper succumbed to those charms—even if it is Don Draper we’re talking about. When she isn’t seducing ’60s ad execs, you can also catch Spencer in two other major films this year: Kilimanjaro and Oz: The Great and Powerful.



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86. Rooney Mara



So she moved like a panther in that Neruda poem in The Girl with the Dragon Tattoo, all feral and wounded, ferocious and sexually charged, and we fell in love with Mara, from the boots up. For her efforts, she was Oscar-nominated. If that’s not enough for you, consider this: her parents’ families founded the Pittsburgh Steelers and the New York Giants, respectively. Never a dull Sunday.



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See how many Steeler and Giant highlights made our list of the 50 Best NFL Moments Ever.





85. Emily Blunt



Michael Bublé was so bewitched by his one-time girlfriend Emily Blunt that he wrote a song about her, "Everything," in which he describes the actress as, among other things, a mystery, a getaway car, a wishing well, a swimming pool in August, and possibly an alien from outer space. So, suffice it to say Blunt is a complicated lady. She's certainly devoted to her craft. While shooting 2006's The Devil Wears Prada, she went on a super-strict diet to give herself that anorexic model look. We admire her commitment to realism, but we prefer Blunt, 29, at a more human weight, where she can indulge her natural instincts for, in her words, "eat(ing) like a trucker."



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Check out more gorgeous gals on our list of The Hottest Women of 2014

84. Amy Adams



You’d struggle to find a harder-working actress in Hollywood over the past two years than Amy Adams. In 2012 alone, she starred in four movies—The Master, On the Road, Trouble With the Curve, and the indie Lullaby. And instead of taking some much-deserved downtime, she’s signed on for even more work in 2013, including a turn as Lois Lane in the upcoming Superman reboot Man of Steel.



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And if you happen to score a date with a vixen as foxy as Rowland, make sure you pick up a copy of The Men's Health Big Book of Sex to learn the best ways to turn her on!





83. Natalie Portman



We’ve missed Natalie Portman. After a busy 2010 and 2011 with roles in Thor, No Strings Attached, and Black Swan—we still haven’t forgotten that scene with Mila Kunis—the 31-year-old actress laid low in 2012, with no credits other than a single episode of The Simpsons. Thankfully, 2013 looks like another big year for Portman, leading off with the Thor sequel, where she’ll reprise her role as scientist (and Thor’s main squeeze) Jane Foster.



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82. Padma Lakshmi



Her debut cookbook was called Easy Exotic. Her second was called Tangy, Tart, Hot, and Sweet. Mmm-hmm. That is the sound of our dirty thoughts devastating all natural laws to invite this Top Chef hottie over for some home-style cooking. The first place to start? One of these recipes from Chef Candice Kumai’s Cook for More Sex blog.



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81. Michelle Williams



Williams did a near-perfect job of portraying Marilyn Monroe in the 2011 semi-biopic My Week With Marilyn. A role like that might normally risk typecasting an actress, but Williams isn’t one to allow herself to get pigeonholed. She’ll get another chance to put a spell on us as Glinda the Good Witch in 2013’s Oz: The Great and Powerful.



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80. Jessica Pare



Is there anyone left who's still on Team Betty? As Megan Draper, the second wife to Jon Hamm's Don Draper on Mad Men, Jessica Pare plays the personification of everything sexy, adventurous, and fun about the late 1960's. Exhibit A: Her willingness to clean house in lingerie (leading, unsurprisingly, to passionate lovemaking in the living room). Exhibit B: Her flirty, sexy rendition of “Zou Bisou Bisou” for Don's birthday (a native of Montreal, Pare clearly had no trouble with the French lyrics).



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79. Berenice Marlohe



Until Bond 23, Skyfall, hit theaters, virtually no one outside of France had heard of Marlohe. And now? We’ll never, ever forget this dark beauty, whose first name means “victory bringer.” Okay then, Marlohe, bring it.



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78. Demi Lovato



It’s easy—and maybe preferable—to forget that Demi Lovato was the apple of Barney’s eye. Yep, that Barney—the purple dinosaur. Today, she’s a pop music star, working as an X Factor judge under the watchful gaze of Simon Cowell. Through it all, our affection for this dark angel remains unbroken. (Yes, that’s a plug for her 2011 album).



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77. Isla Fisher



If Isla Fisher's only claim to fame was handcuffing and having her way with Vince Vaughn in the 2005 comedy Wedding Crashers, we'd still consider her one of the funniest (and sexiest) women alive. But lucky for us, the 36-year-old Australian-by-way-of-Scottish-parents hottie was just getting warmed up. She's done some clunkers—Confessions of a Shopaholic anyone?—but her costarring turn in next year's adaptation of the F. Scott Fitzgerald novel The Great Gatsby promises to be memorable and maybe a little disturbing. Fisher plays Myrtle Wilson, who you may remember (if you actually read the book in high school) had a sexual encounter in which she requested her lover "throw me down and beat me, you dirty little coward!"



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76. Rose Byrne



There are two things that make Rose Byrne irresistible. First, she played a handmaiden to Padmé (Natalie Portman) in the Star Wars prequel Attack of the Clones. It was hardly the biggest role of her career—that would be the FX series Damages, for which she's received multiple Emmy nominations—and it didn't even require her to have a facial expression. But if you're a Star Wars geek (and who among us isn't), it's reason alone to adore her. The other reason Byrne, 33, has our undying affection is that she once knocked out a guy in a bar for not kissing her. She was, by her own admission, drunk at the time, but even so, SHE PUNCHED A GUY FOR NOT KISSING HER!



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75. Erin Andrews



With supermodel good looks and more knowledge of the NFL and NCAA than your entire fantasy football league combined, Erin Andrews might seem like the world’s most perfect woman. The truth is, as she once told Men’s Health, she’s really just the ultimate guy’s girl. “I don't want a man to ask for my colorist's number, you know what I mean?” she said. “Laidback is sexy. Let David Beckham or Tom Brady be your guide.” Easier said than done? Take the first step with the Secrets of David Beckham’s Workout.



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74. Sara Jean Underwood



How did we know Sara Jean Underwood was our kind of woman? Was it the fact that she was voted Playmate of the Month in 2006? Or Playmate of the Year in 2007? How about the fact that she proves she does, in fact, harbor an inner-dork every time she hosts G4’s geek-friendly Attack of the Show. Sure, all of that never hurts. Really, though, the tipping point came in the form of this detail buried in the biography of her Twitter feed: “Making burping the alphabet sexy since 2001”. Two words, Sara Jean: Prove it.



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73. Kate Middleton



The heir to the throne of Great Britain probably doesn't have a tough time pulling hotties. But the future Mrs. King-of-the-Realm has to be more than just a pretty face. Kate Middleton has already shown she's able to handle the relentless gossip media and paparazzi (which began when her and Prince William started dating in college) with the poise and grace you'd expect from a future queen—qualities that seem so often lacking from the tabloid-plagued royals. While she was rightly furious at the leaked photos showing her sunbathing topless with her prince husband, she could at least take comfort that they showed off a figure many professionally gorgeous Hollywood starlets would envy.



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72. Jennifer Lopez



As the Bronx Barbie and sole proprietor of the most spectacular ass in show business, Lopez spends a lamentable amount of time in the tabloids these days, despite being one of Hollywood’s highest-paid actresses, a chart-topping recording artist, and a designer of—count ‘em—19 fragrances. But the J. Lo moment we’ll never forget is that hotel seduction with George Clooney Out of Sight—still one of the sexiest scenes ever filmed.



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71. Morena Baccarin



If you’re not yet watching the hit Showtime series Homeland, we could give you dozens of reasons to start—and none more convincing than the opportunity to watch Brazilian actress Morena Baccarin, who winds up coming between two soldiers both vying for her affections. And who can blame them? Baccarin’s heart is just one of many things in this world—and on that show—worth fighting for.



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70. Kat Dennings



We don't really remember much about the Emmy Awards this past September, other than Kat Dennings' mesmerizing cleavage. Seriously, did you see it? How could you miss it? It was the size of the San Andreas Fault. She was also nominated for something, we think. Probably for her CBS show Two Broke Girls. We honestly weren't paying attention. But come on, you show up on our TV screens wearing a dress in which the designer apparently ran out of material by the time they got to the belly button, it's kind of silly to expect viewers to pay attention to anything but your on-the-verge-of-a-wardrobe-malfunction breasts. We've been fans of Dennings, 26, from back when she was doing small roles in films like Nick and Norah’s Infinite Playlist and The House Bunny. But that dress....good lord, that dress.



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You notice them, you admire them, and you dream of them. Get five women-approved secrets about her breasts.





69. Amanda Seyfried



Stealing the scene away from Megan Fox isn’t easy, but that’s exactly what Amanda Seyfried managed to do when she co-starred in the 2009 horror flick Jennifer’s Body. Seeing her on screen today, you’d never imagine the 26-year-old actress once considered herself “extremely ugly”. We’ll suppose those issues faded the moment Seyfried sizzled as a soap opera star on the long-running As The World Turns, and her star power has only continued to skyrocket ever since, landing the role of an iconic porn star in the upcoming Lovelace and as Cosette in the film adaptation of Les Misérables.



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68. Ashley Greene



If there’s a reason for grown men to sit through the Twilight flicks, it’s to marvel at the clairvoyant, enigmatic beauty that is Ashley Greene. (Uh, not that we’ve ever watched any of them—we swear.) The 25-year-old actress plays vampire Alice Cullen in the series, which led to Greene shacking up with her co-star (and Men’s Health cover guy) Kellan Lutz, whose beach workout we encourage you to steal. Regardless, here’s what we will admit to seeing: Greene’s painted-on bikini for a Sobe energy drink ad in the 2010 issue of Sports Illustrated’s swimsuit edition. Now if only Alice Cullen had the same taste in swimwear...



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67. Shakira



It’s difficult—actually, it’s nearly impossible—for us to believe that it’s been nearly two decades since Shakira released her first album. But those hips still don’t lie: Her 2006 smash single remains one of the best-selling singles of the decade, and her FIFA World Cup Anthem “Waka Waka” is one of the all-time most-watched videos on YouTube, garnering nearly 500 million views. At 35, Shakira is a global sensation—even if she doesn’t always get the respect she deserves back in the States. Of course, even that could be changing: The Colombian singer recently signed on for a recurring role as a voice coach in the hit reality TV series The Voice.



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66. Nicole Scherzinger



There have been plenty of girl bands over the years, but we have to admit that the idea of turning a relatively unknown touring burlesque troupe called “The Pussycat Dolls” into a pop supergroup is, frankly, genius. But it wouldn't have happened without Nicole Scherzinger in the center of it all as the Dolls' first lead singer. She's since spun off a blisteringly successful solo career, and currently brings both her musical chops and performer's instincts to weed out lesser hopefuls as a judge on The X-Factor.



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65. Cote de Pablo



There's no shortage of butt-kicking babes on the TV dial these days, but Cote de Pablo remains a standout. On the massively popular CBS military crime drama NCIS, de Pablo plays an Israeli former Mossad agent (never mind that the actress was actually born in Chile). When she's not breaking up terrorist cells on the show, she's letting on-screen sparks fly with her male co-stars. If every federal agent was this hot, we'd all be lining up to become G-Men.



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64. Irina Shayk



If nothing else, 2012 gave us some insight into what Irina Shayk likes in a guy: She recently started dating international soccer star—and fellow Armani Exchange model—Cristiano Ronaldo after the two supposedly met while shooting the campaign. Take that as your inspiration to hit the gym this year. And in the meantime, enjoy this slideshow of Shayk modeling our 2011 tech guide. The tech gets old—the images don’t.



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63. Anna Kendrick



A fireball, taught with self-doubt despite swooning with charisma, the curvaceous Kendrick is spot-on in films like 50/50, Pitch Perfect, and her Oscar-nominated turn in Up in the Air. Plus the girl can sing Sondheim. Best of all, she appreciates a gentleman. That’s your cue to step it up, bud.



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62. Katie Holmes



We’re not going to waste any time speculating about her religious beliefs, or why she abruptly ended her marriage with Tom Cruise. We’ll leave that stuff to the tabloids and just say this: It’s not necessarily a bad thing to see Katie Holmes single again.



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61. Kate Beckinsale



2012 was the year that Beckinsale returned to the roles for which we love her best—kicking ass, and supporting men doing the ass kicking. From Contraband to Underworld to Total Recall, the British icon was no stranger to bloodshed, but at least she didn’t let it ruin her sense of humor. In the midst of the election cycle, Beckinsale still made time to film the viral Funny or Die political spoof Republicans, Get in My Vagina.



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60. Rashida Jones



A self-professed “straight-up nerd,” we’re happy to let our geek flag fly with the quirky and gorgeous daughter of Quincy Jones and Peggy Lipton. A Harvard grad who writes screenplays (Celeste and Jesse Forever) and comic books (Frenemy of the State), is part of the top-drawer Parks & Recreation ensemble, and even sang back-up vocals on Maroon 5’s debut album. Put it all together, and you understand why every man should have a jonesing for Rashida.



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59. Jana Kramer



Why you gotta/ Why you wanna/ Make me keep wanting you, country music artist Kramer croons on her debut single. We could only be so lucky.



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58. Olivia Munn



We always love a sexy woman who isn't afraid to let her nerd flag fly. Olivia Munn won the hearts of geeks everywhere as the host of G4's Attack of the Show, gamely donning costumes as Princess Leia, Wonder Woman, The Baroness, Chun Li from Street Fighter, and one of the Wonder Twins from Super-Friends. Even in her newest role on The Newsroom, she remains every nerd’s fantasy woman—and best of all, she’s provided us with a blueprint for everything she wants in a man. (No, it doesn’t involve wearing your old Ryu costume.)



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57. Lauren Cohan



Just in case the men were short on inspiration to stay alive, one of TV’s best dramas only got better in 2012 when The Walking Dead added American beauty Lauren Cohan to the cast of the post-apocalyptic thriller.



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56. Marion Cotillard



It feels weird to describe Marion Cotillard, who's been getting so much praise and Oscar buzz lately for playing a double amputee in Rust and Bone, as hot. But somehow, inexplicably, she makes losing your legs to a killer whale not as tragic as it sounds. Sure, her character lost some vital limbs, but she's still played by Marion Cotillard, so it's not all bad. This isn't the first time Cotillard, 37, has proved that the French can make almost anything sexy. If you're one of those people who watched 2010's Inception and had no idea what the hell was going on, Cotillard was sort of a consolation prize. Sure, the plot is convoluted and unnecessarily confusing. But look, there's a pretty French lady!



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55. Alana Blanchard



There are certain truths all men understand to be universal—and one of them is that surfer chicks are hot. All of them. They’re confident, they look fantastic in a bikini, and for the most part, they’re down for grabbing a burrito after a long day on the beach. Not only is Alana Blanchard among the hottest of those surfer chicks, she’s also pretty talented, taking home first place in multiple women’s pipeline championships from Hawaii to California.





54. Kaley Cuoco



In another lifetime, Kaley Cuoco, 26, would be the hottest professional tennis player in the world. She started playing at just three years old and was nationally ranked before giving it up at 16 to pursue acting. At first it was arguable whether she made the right choice—her post-tennis resume included six Barbie commercials, a direct-to-video horror feature co-starring a Backstreet Boy, and a movie with the unintentionally hilarious title Quicksand: No Escape—but she eventually landed a lead in CBS's Big Bang Theory, a show that's given science dorks everywhere a reason to believe that sleeping with a hot blonde is a reasonable aspiration.



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53. Anne Hathaway



As a kid, Anne Hathaway wanted to be a nun. But instead, she grew up to become Catwoman, the feline fatale in last summer's The Dark Knight Rises. It could be argued that they're not such disparate careers. They both wear black, for one thing. And uh....okay, that's where the similarities end. Let's just say the world is probably a better place because Hathaway isn't wearing a habit. Since giving up celibacy for Hollywood fame, she's played multiple princesses and at least one gay cowboy's wife, and had some spectacularly bad relationships in real life, like that real estate developer busted for wire fraud and money laundering, which resulted in Hathaway's diary getting confiscated by the FBI. For all of us non-wire fraud and money laundering guys out there, we'd like to state for the record, "Anne, we're available. And completely felony-free. Call us."



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52. Naomi Watts



She’s elegant, iconic, and beloved by millions of people worldwide. We’re talking, by the way, about Princess Di, whom Naomi Watts is slated to play in the 2013 biopic, Diana. Watts, 44, was a natural to play the Princess of Wales, with her natural ability to combine class, vulnerability, charm, all at once, and with beauty that’s just as timeless.



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51. Ellie Kemper



We doubt any woman wants to be known as “Blowjob Girl,” but with nearly 20-million views of her wickedly hilarious 2007 online monologue, Kemper’s learned to live with it. After all, it was reportedly that clip that landed her the spot as ditzy and rambunctious receptionist Erin on The Office—quite possibly the one reason we still watch that show. Kemper’s a keeper.



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Poor oral sex techniques aren’t always a joke. .





50. Malin Ackerman



The average guy might be too intimidated to approach someone like Malin Ackerman, a Swedish model and actress best known for her role as Laurie Jupiter in Watchmen and 2012’s Rock of Ages. But your opener is really quite simple, she says. “If you think a girl looks beautiful, tell her," Ackerman told Men’s Health. "She will see that you're being real. Let your comment be the opener, and if it turns into a conversation, then ask to buy her a drink." Okay then. Who wants to be the first to say it?



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49. Kristen Wiig



With Bridesmaids, which she co-wrote, Wiig continued in the long tradition of actors and actresses using SNL as a launching pad to Hollywood stardom. While we miss her turns as Target Lady and one-upper Penelope, we’ll take the trade-off of seeing Wiig’s irresistible, alluring, and sometimes awkward charm on a screen 50 times bigger.



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48. Maria Menounos



How's this for versatility: Maria Menounos began her career as a TV correspondent sent to foreign assignments, then jumped into covering showbiz for Entertainment Tonight and Access Hollywood, before stepping into roles on TV's One Street Hill, Scrubs, and the movie Fantastic Four. She's even fought in the professional wrestling ring for the WWE. So, you know, if you’re planning to hit on her, be careful which opener you go with.



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47. Emilia Clarke



We're not going to be like those people who claim they only watch Game of Thrones for the naked breasts. But let's be honest, it certainly helps. Emilia Clarke, 25, has more nude scenes than any of her cast-mates on the critically beloved HBO series, which returns for a third season in March. Although we're emotionally mature enough to admit that we're mesmerized by her boobs, we also sincerely love her acting. Her portrayal of Daenerys Targaryen, the Mother of Dragons, is extraordinary, even if you're one of those nit-picking fantasy purists who can't resist comparing the show to the original novels. Also, she's dating Seth McFarlane, the Family Guy creator, which we're guessing has resulted in some really entertaining pre-sex negotiations. "Okay, I'll put on the blonde Game of Thrones wig," we imagine her saying. "But only if you promise not to do the Stewie voice. That's not sexy, dude, it's creepy."



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Not everyone can be as funny as Seth McFarlane, but does she think you’re funny at all? Here’s how to find out.





46. Kerry Washington



Washington’s successful, politically driven, and gorgeous. That made her a perfect fit for Quentin Tarantino’s newest spaghetti western Django Unchained, in which she plays opposite leading men Leonardo Dicaprio and her Ray co-star Jamie Foxx. With a star-making role like that, expect to see more of Kerry Washington in 2013—she’s already set to appear in the upcoming summer comedy We the PeeplesM.



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45. Alessandra Ambrosio



When Victoria’s Secret needed a model to represent their now-ubiquitous “Pink” line of lingerie, they went first to Alessanda Ambrosio. And if you needed even more proof that nobody pulls off a bikini like her, you got it in 2012: Ambrosio was also chosen as the first woman to model the company’s “fantasy bra” and belt, made entirely out of precious stones.



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44. Julie Benz



When you see how graceful Julie Benz carries herself on the red carpet, it’s probably no surprise to hear that she was once the 12th best ice dancer in the U.S. And after a long run playing the girlfriend of a serial killer on the hit series Dexter, Benz finally branched out, starring as a surgeon’s wife in the CBS drama A Gifted Man and the sci-fi series Defiance.



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43. Olivia Wilde



It’s a good thing doctors as hot as Wilde’s “Thirteen” Hadley don’t actually exist in real life. Or, if they do, it’s a good thing that we don’t go to them. We’re not sure we’d listen closely enough as Dr. Hadley ticked off all the reasons we might shuffle off this mortal coil. Wilde recently ended her run on House M.D., but she’ll soon trade needles for nitrous alongside Chris Hemsworth in the upcoming race flick Rush.



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42. Jessica Gomes



Every once in a while, a model comes along who makes wearing a bikini an art form. Jessica Gomes is one of those models. She wears bikinis like Leonardo da Vinci painted, or Shakespeare composed sonnets. She's so synonymous with bikinis that she was picked as the commercial spokesmodel for LG Cyon's "Bikini Phone," a phone named for bikinis for no apparent reason, other than possibly as an excuse to get Gomes into a bikini again. The 27 year-old is a melting pot of hotness; one part Portuguese, one part Singaporean-Chinese, with an Australian upbringing. She's been a regular in Sports Illustrated's swimsuit issues since 2008, where she's just as often been in bodypaint as a skimpy bikini. See, the da Vinci comparison wasn't as ridiculous as you thought, was it?



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We’ve got more bikinis where that came from. Click here for the year’s best summer beach bodies.





41. Lena Headey



It’s easy to lose your head over Lena Headey, and plenty of Game of Thrones characters have—literally. As GOT’s insatiable, cruel, and manipulative Cersai Lannister, Headey – who’s also thrilled us in The Sarah Connor Chronicles and 300, in which she was nearly as nude as the film’s super-cut Spartans—is a force of nature. In Headey’s private life, the English actress boxes and practices Bikram Yoga. That’s “hot yoga” to her—and to us.



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40. Alison Brie



When your debut performance is playing a dog—"Toto" in a community theater production of The Wizard of Oz—it doesn't really bode well for a future in acting, much less as the "hottest" anything. But Alison Brie, 29, has definitely blossomed into one of our favorite actresses, with recurring roles on shows like Community (as Adderall-addicted nerd Annie) and Mad Men (as repressed housewife Trudy). We'll definitely keep watching, as long as she promises not to reprise her early work as a children's birthday clown. Yes, you read that correctly. Long before she was a regular presence on prime time TV, she put on makeup and made balloon animals for children. Is there anything in this world quite as disturbing as a hot clown?



Alison Brie appreciates traditional charms. Learn those and other secrets to driving her mad.





39. Jessica Biel



We first fell in love with Biel on the charming, but family-friendly drama Seventh Heaven. Thankfully, Biel didn’t keep her scripts G-rated for long, with a string of more adult hits—Rules of Attraction, Texas Chainsaw Massacre, Blade, and 2012’s Total Recall. Look for her to keep the streak going with 2013’s thriller Emanuel and the Truth About Fishes.



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38. Kristen Bell



We thought Kristen Bell couldn’t do anything more to win over our hearts, and then Ellen revealed a clip destined for viral greatness: Bell, splayed out on her bed in tears—tears of joy—over the mere prospect of seeing a sloth in person for the first time. Take note, men: gestures like that are how Dax Shepherd won over the reigning queen of the geeks.



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37. January Jones



As any fan of AMC knows, January Jones is a perfect retro icon with breathtaking Grace Kelly beauty and icy blue eyes. Just ask Don Draper: It’s enough to drive you mad.



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36. Charlize Theron



As far as we’re concerned, Patton Oswalt is still one of the luckiest men in the world after getting cast as the other half of a sex scene with Charlize Theron in 2011’s Young Adult. The underrated dark comedy was just another in a long line of critically acclaimed hits for Theron, who seems to get better—and somehow, more gorgeous—with every role. That’s saying something, too, considering the 37-year-old actress won her first Oscar nearly a decade ago in the breakthrough hit Monster. This year, she starred as a corporate liaison in the sci-fi thriller Prometheus and as Queen Ravenna in Snow White and the Huntsman (hey, we didn’t say they were all critically acclaimed) while continuing her role as one of the most high-profile ambassadors for relief to Africa. Look for Theron next in the post-apocalyptic thriller Mad Max: Fury Road. (We’ve already got a feeling what the men will be fighting over.)



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35. Alex Morgan



Some female athletes are celebrities more for their beauty than their skills on the field. (Hello, Anna Kournikova.) Not so with Alex Morgan. The U.S. women's soccer team forward has scored 34 goals in just 53 games, including a clutch tie-breaker in the 123rd minute (of a 90-minute match) against Canada in the 2012 Olympics. Plus she was willing to show off her athletic body in a painted-on bikini for Sports Illustrated's swimsuit issue. Remind us again why they claim soccer isn't popular in the U.S.? Get inside the mind of Alex Morgan with this exclusive Men’s Health interview.



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34. Elizabeth Banks



In Hollywood, actresses typically slow down as they approach 40. Not so with Banks, who at 38 is hotter than ever, with a staggering eight movies planned through 2014, including the upcoming Hunger Games sequel and the crime thriller Every Secret Thing, in which she stars alongside fellow ageless hottie Diane Lane.



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33. Salma Hayek



If you look up "curvaceous" in the dictionary, you'll find a picture of Salma Hayek. If you don't, your dictionary is probably broken. It doesn't matter if she's playing a swashbuckling kitten or a stripper muse or a unibrowed Mexican painter, Hayek, 46, is always the most jaw-droppingly attractive person in any room. She's not married to a French billionaire because she's a great conversationalist. Although she probably is, based on how convincingly she plays three-dimensional characters in her many movie and TV roles. Her recent stint as Alec Baldwin's hot-blooded Latin girlfriend on 30 Rock made us all jealous of Alec Baldwin for the first time ever.



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32. Alicia Keys



Classy, seductive, with a vintage style, electrifying voice, and some real acting chops (check her out brandishing heavy artillery in Smokin’ Aces, for example), Keys tickles our ivories. And with a three-octave range and a run of chart-topping albums, we’re happy to say she’s not going anywhere.



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31. Eva Mendes



Every action movie needs a babe, and you'd be hard pressed to find curves that can soften a testosterone-fueled edge better than Eva Mendes. The Miami-born Cuban American actress has made the screen sizzle in Training Day, 2 Fast 2 Furious (along with the series follow-up Fast Five), Once Upon a Time in Mexico, and yes, even the action-spoof The Other Guys.



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30. Olga Kurylenko



We’re fairly certain the Russian word for “hot” is “Olga,” because the Ukrainian Kurylenko shatters all of our heat records. A Victoria’s Secret model, Bond girl from Quantum of Solace, and veteran of Seal music videos (“Love’s Divine”), Kurlenko stars in reclusive auteur Terrence Malick’s next film, To The Wonder, with Rachel McAdams, Jessica Chastain, Rachel Weisz, and Amanda Peet, and is the only one to make the final cut. We can live with that.



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Find out what it takes to land a Bond girl like Kurylenko with the Daniel Craig workout.





29. Penelope Cruz



How much do we love Penelope Cruz? Let's count the ways. One, the 38-year-old Spanish actress just gets hotter as she gets older, proving that MILFs aren't just urban myths. Two, she has a habit of sleeping with her co-stars—her resume includes former boyfriends and cast-mates Tom Cruise, Matthew McConaughey, Matt Damon, and current husband Javier Bardem. And three, and perhaps most importantly, she isn't afraid of a chainsaw. She's been cut in half by magicians twice in her life, once by legendary illusionist David Copperfield. That would be cool even if she wasn't easy on the eyes. But when a beautiful and talented woman agrees to have her torso separated from his legs for fun, well, excuse us if we swoon.



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28. Julianne Hough



Ryan Seacrest’s main squeeze, a two-time Dancing with the Stars champ, country music singer, and star of Footloose and Rock of Ages is Mormon, and therefore bound to wear sacred garments beneath her regular wardrobe. On Mitt Romney, we find this kind of creepy. On Julianne Hough, we’re ready to pray—and give thanks.



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27. Jennifer Love-Hewitt



There are so many reasons we love Love, but after flipping through her dating roman a clef, The Day I Shot Cupid, it really comes down to one word: vajazzling. Go ahead. Google it—and then thank us later.



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What’s the best way to approach a smokin’ hot woman? Model Hollie Witchey shares her advice on the perfect guy.





26. Halle Berry



Not many people went to see 2012’s Dark Tide—but if you had, you would’ve found one redeeming quality about the box office bomb: Halle Berry can still rock a bikini better than just about any woman alive. That could also explain why the 45-year-old stunner is still inspiring men—fiancé Olivier Martinez and ex-boyfriend Gabriel Aubry, in the most recent case—to fisticuffs, and on Thanksgiving no less. This year, we all give thanks, once more, for Halle.



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25. Zooey Deschanel



Admittedly, Zooey Deschanel's Siri ads were annoying and self-consciously cute. But we still have a soft spot for the 32-year-old actress, singer, and ukulele player. Almost from birth— her parents named her after a character in a J.D. Salinger novel—she was destined to be quirky and eccentric. She may be beloved by hipsters, but you don't have to wear skinny jeans and know all the lyrics to Death Cab For Cutie songs to be beguiled by her goofball charms. There are those big blue eyes, which are like the tractor beam on the Death Star. You're drawn towards them even though you know it's probably going to end badly for you. And her Fox sitcom, New Girl, is actually funny, if you can watch it without any preconceived hipster prejudices.



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24. Carrie Underwood



We can think of only one hockey player that might see an upside to the NHL’s lockout: Nashville Predators defenseman Mike Fisher, if only because it means more time at home with his wife, country music star Carrie Underwood. And unlike one of Taylor Swift’s exes, it doesn’t appear Fisher’s in any danger of becoming the subject of an embittered single on an upcoming album. Underwood’s most recent effort, Blown Away, went platinum, with the eponymous single debuting at number one on the Billboard 200. Not that Underwood is one to fixate on her accolades. When she’s not touring, she’s usually devoting herself to one of several philanthropic causes—serving as a spokeswoman for the Humane Society, the St. Jude’s Children’s Research Hospital, the United Service Organization, Habitat for Humanity, and the list—somehow—goes on. The only way Underwood could be more perfect this year is if she singlehandedly negotiated the end to the NHL’s lockout herself.



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23. Miranda Kerr



A Victoria’s Secret Angel and Australian supermodel—a.k.a Mrs. Orlando Bloom—Kerr is a practicing Buddhist with a daily practice of yoga and meditation and an affinity for steamed veggies and fresh fruit. With those lips and those eyes, she’ll definitely whip you into shape. And, we guess, have you begging for more.



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Orlando Bloom isn’t the only A-lister getting lucky with a supermodel. Click here to see our slideshow of the Hottest Celebrity Couples.





22. Zoe Saldana



Chances are you spent a good chunk of Zoe Saldana's on-screen time in Avatar crossing your fingers that her necklace feathers masquerading as a top would miraculously fly out of place. You knew it was all CGI, of course, but Saldana's hotness is enough to smolder through even a blue cartoon representation of her. No wonder that she's been heating up screens for over a decade, including Pirates of The Caribbean, Colombiana, and as a feisty new Lt. Uhura in J.J. Abrams' Star Trek reboot.



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21. Sofia Vergara



Does any woman still working in Hollywood exude sex appeal as effortlessly as Sofia Vergara? And yet, despite the saucy roles she sometimes picks, including her long-running turn as Gloria Delgado-Pritchett in the hit series Modern Family, Vergara’s still a very traditional woman at heart in real life. "Sex is beautiful, and you have to be with a person that you're in love with and attracted to," she told Men’s Health.



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20. Adriana Lima



Proving that diamonds are, indeed, a girl’s best friend, this Brazilian goddess wore rocks and little else on an indelible 2007 Vanity Fair cover with other Victoria’s Secret Angels. We got the message: Adriana, we’re ready to propose.



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19. Brooklyn Decker



As you probably remember from our hotly-debated Hottest Women of All-Time list last year, Decker made the cut at number 50, beating out such timeless beauties as Brigitte Bardot, Audrey Hepburn, and Grace Kelly. Were we drunk? Displaying the first symptoms of dementia? Not at all. It's easy to dismiss Decker—the 25-year-old daughter of a pacemaker salesman (insert your own "and you'll need a pacemaker because she'll stop your heart" joke here)—as just another swimsuit model. She's appeared in (almost) every Sports Illustrated swimsuit issue since 2006, but her near-naked visage was nowhere to be found in the latest edition. You could almost hear the collective whimper from heterosexual men everywhere. Little did we realize how much we'd come to depend on those annual photos of Decker wearing the clothing equivalent of a postage stamp.



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18. Katrina Bowden



If you have any doubt that Katrina Bowden belongs on this list, consider this irrefutable evidence: She once attended the Immaculate Heart Academy in New Jersey, where she wore a Catholic school girl uniform. You're welcome for that mental image. More recently, she's charmed us as Tina Fey's dim-witted personal assistant on NBC's 30 Rock, a woman whose only goal in life is to "marry rich and then design handbags." It takes a special talent to be surrounded by iconic comedy legends like Fey and Alec Baldwin and not get completely overshadowed. Granted, some of Bowden's "special talent" is looking spectacular in short-shorts. But sometimes genius is knowing when to work with what you've got.



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17. Blake Lively



This Valley Girl made good has always made our heart stop, especially after that scalding bathtub scene in Oliver Stone’s Savages. And then she broke it—just a little—when Ryan Reynolds wisely put a ring on it in 2012.



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Looking like Ryan Reynolds doesn’t just mean six-pack abs—the dude also knows how to dress. Click here to get his style secrets.





16. Jessica Alba



When we named Jessica Alba one of our 100 Hottest Women of All-Time last year, we felt confident she wasn’t going anywhere. After a short break from filming to spend more time with her husband and two daughters, Alba’s returning in a big way with two high-profile sequels: Machete Kills and Sin City: A Dame to Kill For, as well as the comedy A.C.O.D and the kids’ movie Escape From Planet Earth.



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15. Rihanna



We probably don't need to tell you Rihanna is a pop superstar, since her nine singles that reached number one have been played in every club, bar, wedding, and shopping mall you've been to since she signed with Jay Z in 2005. But you might not know that she was only 17 when her first album was released, and in the intervening seven years, she's sold more digital copies of her songs than any recording artist in history—beating out the Beatles, Elvis, and even Aretha Franklin. If only her choice of boyfriends was as sharp as her ability to make hit records.



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14. Kate Upton



In one year, Upton rose from being a rookie in Sports Illustrated’s swimsuit issue to its MVP in 2012, earning her (very rightful) place on the cover. Now there’s nary a glossy she hasn’t graced at some point—and for good reason: Upton has the spunky personality to match the blistering hot bod that’ll ensure the soon-to-be 21-year-old remains a staple of dorm room walls for many years (okay, decades) to come.



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13. Emma Stone



Last year, the world couldn’t get enough of Emma Stone after she scored breakout roles in The Help and The Amazing Spider-Man. We were proud to be on the bandwagon, too: We named her the #2 most beautiful woman of the year in 2011. While things have been quieter for Stone as of late, that could change very, very soon. The woman you may know as the perfect girl next door is primed to become one of the world’s hottest femme fatales when she stars in the upcoming Gangster Squad alongside Sean Penn and Ryan Gosling. Hey, girl: Just keep doing what you’re doing.



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12. Taylor Swift



Taylor Swift isn’t just one of the hottest women in the world, she’s also the hottest performer in music. Her last album, Red, sold 1.2 million copies in its first week. The only thing that gives us pause about the 5’11, 22-year-old stunner is the competition: Over the past year or two, she’s dated Twilight star (and Men’s Health cover guy) Taylor Lautner, Grammy award-winning musician John Mayer, Academy Award-nominated actor Jake Gyllenhaal, and as if that weren’t enough, she’s now off-and-on with a Kennedy. Those fleeting relationships haven’t always worked out (surprise), but Swift’s trick is channeling those frustrations into her music, where she’s quickly become one of the industry’s most reliable hitmakers. The next time you need inspiration, Taylor, we’ve got roughly 10 million guys willing to be your muse—and trust us, they’ll treat you much better than John and Jake.



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Listening, guys? Here are 10 Ways to Not Piss Off Taylor Swift.





11. Bar Refaeli



Let's just come right out and say it: We're fans of the recent trend of busty supermodels with feminine posteriors, as opposed to the rail-thin walking coat hanger look. Just look at how Israeli model Bar Refaeli fills out a bikini on the cover of Sports Illustrated, or demonstrates the flattering lines of a Victoria's Secret Wonder Bra (not that she needs it). Refaeli has been modeling professionally since she was 15, and has been in just about every publication you can think of. Is it any wonder that Leonardo DiCaprio dated her for so long?



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10. Amber Heard



Do you feel lucky, punk? Well, do you? Because the luscious and lithe Heard owns a Dirty Harry-style .357 Magnum. If that’s not enough bang for you, we hear that Heard also drives a ’68 ‘Stang, and ain’t afraid to put the pedal to the metal. As for that film oeuvre, it could be said that Heard’s favorite piece of wardrobe is her birthday suit. We say amen to her feral—and very naked—turn in Bret Easton Ellis’ The Informers.



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9. Gisele Bündchen



Umlauts are not usually sexy. They bring to mind führers and heavy metal bands. But Gisele Bündchen, 32, has single-handedly obliterated our umlaut aversion. She's like a fashion model blitzkrieg; unstoppable, and easily destroying the competition. She's been so busy that she purportedly turned down 20 million dollars to be the spokeswoman for Clonaid, the human cloning company. Which, on the one hand, was probably a smart business decision. (The Guinness Book of Records credits her as "the world's richest supermodel," so she doesn't need the money.) But still, can you imagine if Clonaid was able to use their cloning technology to build an army of Bündchens? There could be a Bündchen in every home! Okay, probably not realistic, but we can dream, can't we?



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8. Beyonce



Last name? Who needs a last name? Like fellow sex icon Madonna, Beyoncé does just fine with a single, three-syllable moniker. And in the last decade-plus, that name has become synonymous with spectacular pipes, formidable acting skills, and most importantly, skintight suits. She’s also known for a remarkable string of hits: Beyoncé’s third album, “I Am Sasha...Fierce”, set a record in 2008 with six Grammy wins in the same night. Unbelievably, things only seem to keep getting better for Knowles—in 2012, she not only gave birth to her daughter, Blue Ivy Carter, but also landed a spot as the headliner of the Super Bowl 47 halftime show this February.



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7. Angelina Jolie



We’re pretty sure Lord Byron had a time machine, zipped into the 20th Century, feasted his eyes on Angelina Jolie, and only then composed his best work. Wild spirit, loose cannon, voluptuous goddess, Jolie is an Oscar-winner, mother to six children, and a beautiful, beautiful enigma we can’t wait to see as Sleeping Beauty’s nemesis in 2014’s Maleficent.



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Even after twins, Angelina’s still the hottest badass in Hollywood. Check out the rest of our gallery of the world’s Hottest Celebrity Moms.





6. Scarlett Johansson



Who knew that the little button from North would blossom into the poignant and ethereal damsel of Lost in Translation or the shapely ass-kicker of The Avengers? Johannson’s got serious acting chops, a figure that makes hourglasses blush, and she croons Tom Waits tunes, too. In love yet?



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5. Jennifer Aniston



What more can we say about Jennifer Aniston? Last year, we voted the 43-Year-Old actress the sexiest woman of all-time. Hardly any stars have been as ubiquitous on the world’s magazine covers over the past two decades—and that shows no signs of changing. Hell, even her commercials now go viral. If you don’t believe us, check out the hilarious “Jennifer Aniston Sex Tape” that she made for Vitamin Water. Just, you know, keep your expectations in check.



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Read our Five Questions With Jennifer Aniston after Men’s Health named her the Hottest Woman of All-Time!





4. Jennifer Lawrence



Ned Beatty got the wrong end of the Appalachian woods in Deliverance. Had he just prowled a little further into the hillside, he might have landed instead in the arms of this crossbow-wielding, squirrel-eating hourglass. An international superstar thanks to The Hunger Games, Oscar-nominated for Winter’s Bone, and buck-naked and blue for X Men: First Class, Lawrence is the world’s greatest reason to get lost in the wilderness.



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3. Christina Hendricks



Last season’s Mad Men found a major business deal hanging in the balance of whether or not Hendricks’ Joan Harris would sleep with a client. It played like one of the series’ most realistic moment, because Harris is just that exquisite—that hourglass figure, those pillowed lips and bedroom eyes. Even Helen of Troy has nothing on Hendricks.



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2. Mila Kunis



By now, everyone knows Kunis is the perfect woman—preternaturally beautiful, but also appreciative of a good fart joke. No, really. She’s perfect. If still you doubt, just know that this Ukranian beauty loves to play World of Warcraft. And did you see her getting freaky with Natalie Portman in Black Swan?



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1. Katy Perry



How can a woman know when her breasts alone have reached pop icon status? Maybe when showing a little too much of them gets your sing-a-long with Elmo banned from Sesame Street. Luckily for men everywhere, Katy Perry had enough of a sense of humor about the whole fiasco to make jiggling her ample rack, barely contained by a tight Elmo t-shirt, the centerpiece of a sketch on Saturday Night Live that same week. Of course, Perry has more going on than newsworthy DDs: She took a bad breakup and turned it into the raw material of the year’s most successful album, Teenage Dream. Based largely on its success, she's the only singer ever to spend more than a solid year in the top 10 of the Billboard charts. Hell, her Twitter following alone is four times the population of New York City. At only 28, she’s already been nominated for eight Grammy awards—including album of the year. Nobody, including us, could get enough of Perry this year. And for that reason, she is our sexiest woman of 2013.



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Haven’t had enough? Find out if Perry cracked our list of the 100 Hottest Women of All-Time.





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