VH1 Rates The 50 Sexiest Actresses (With Pics)...

Someone once said that all you need to make a movie is a girl and a gun, but we figured a list of the fifty sexiest assault rifles wouldn't be as titillating as what you'll find below. For nearly a century, movies have helped us define the term "sexy," and through the years there's always been an actress - from Lauren Bacall and Marilyn Monroe to Julie Christie and Sharon Stone - who sets the tone of the era. But who are today's temptresses? Who are the women that make audiences feel like they've taken a walk on the wild side? Stick around and you'll find out... FULL STORY



50. Catherine Zeta-Jones

The hottest Latina temptress who isn't actually the slightest bit Hispanic, the Welsh-born Zeta-Jones' seductively dark features and unmistakable curves have made moviegoers want to "get more" for a while now. And her choice of husband gives hope to all the geezers in the audience.

Must-see movie: The Mask of Zorro

Turn-ons: During a swordfight, Zorro neatly slices away Zeta-Jones' clothes, although some strategically-placed locks of hair keep things PG-13.





49. Catherine Keener

Last summer, the indie vet made her way to The 40 Year Old Virgin, and she was the cutest granny to ever deflower a dude. Her dark hair and porcelain skin might make her look like Snow White, but Keener swears like a sailor - a very sexy sailor. Who wouldn't wait 40 years to sleep with her?

Must-see movie: Lovely and Amazing

Turn-ons: Putting the moves on jailbait Jake Gyllenhaal, her co-worker at a one hour photo booth.





48. Natasha Henstridge

She's known simply as "the chick from Species." In that gloriously cheesy sci-fi epic, Henstridge plays a horny alien hybrid genetically programmed to prance around naked, have loads of sex, butcher her partners, and then prance around naked again. Typecast? Yep. See Ghost of Mars and the straight-to-video Species 3.

Must-see movie: Species

Turn-ons: Stripping off her clothes, literally, in front of every man she meets.

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47. Demi Moore

The dangerous one in St. Elmo's Fire loves to push the envelope -- remember that Vanity Fair cover? Forget Striptease: she was hot enough to make Patrick Swayze return from the dead in Ghost, sweatier than a million well-used bills in Indecent Proposal, and downright Amazonian in G.I. Jane.

Must-see movie: About Last Night

Turn-ons: Moore and Rob Lowe -- the Brat Pack Brad 'n' Angie -- share several dramatically necessary nude moments.






46. Gillian Anderson

Smart is sexy. The unattainable is sexy. Red hair is good, too. With encyclopedic knowledge of paranormal activity, forensics, and alien bounty hunters, her Scully teased Mulder -- and all of us -- for a full decade on The X-Files. Next year, Gillian returns with The Last King of Scotland, a historical drama that's refreshingly free of black oil.

Must-see show: The X-Files

Turn-ons: Rolling her eyes at Mulder and then quoting "Occam's Razor."






45. Jeri Ryan

Star Trek had less sex appeal than fried chicken. Then came Jeri Ryan. As the quasi-Borg "Seven of Nine," she wore a uniform so tight you could almost see the outline of her freckles. The statuesque beauty then swapped her tricorder for a chalkboard to play the teacher every guy wanted on Boston Public.

Must-see show: Star Trek: Voyager

Turn-ons: Snogging her Voyager crewmates to "explore her sexuality."





44. Jessica Alba

Alba had slinked into fan-boy hearts before the credits were over on the premiere episode of Dark Angel. Though Fantastic Four failed to capitalize on her bewitching figure, she was the most jiggle-some of Sin City's sirens and acted as a one-woman Baywatch while playing a deep sea diver in Into the Blue.

Must-see movie: Sin City

Turn-ons: The best use of chaps since Montgomery Clift rode the range in Red River.





43. Helena Bonham Carter

A natural aristocrat, Bonham Carter seemed committed to swooning corset roles early in her career, rarely loosening her long curly mane from its severe up-do. She's shed her inhibitions with age -- sexing up Fight Club and hooking up with Tim Burton, who cut her hot monkey love scene from Planet of the Apes.

Must-see movie: The Wings of the Dove

Turn-ons: Mercy sex, Victorian style. Who knew Henry James was so ... racy?





42. Maggie Gyllenhaal

Maggie's subservient stylings in Secretary caught everyone's eye, but she's wickedly appealing even in buttoned-up roles like 50's sweet tart Giselle in Mona Lisa Smile. And you haven't lived until you've caught her striding across a hotel lobby clad in back-seamed stockings in the underappreciated Criminal.

Must-see movie: Happy Endings

Turn-ons: Maggie treats her lover and his suspicious girlfriend to karaoke-fave "Honesty." Trust us--it's hot.





41. Eva Longoria

The voluptuous Corpus Christi pin-up has gone from the beauty pageant runway to the cover of every magazine in the checkout line. The show's called Desperate Housewives, but with her bedroom eyes and curvy body, it's the husbands she makes nervous.

Hot show: Desperate Housewives

Turn-ons: Eva's long-running affair with her teenage gardener hits its stride when she invites the lucky day laborer into a bubble bath.




40. Charlize Theron

Hey, it's inner beauty that counts. Even when she's concealed by unflattering prosthetics (Monster) or a layer of grime (North Country), the glow of the blond South African shines through. And when the statuesque actress is allowed to doll herself up, that inner beauty turns to outer heat.

Key Movie: 2 Days in the Valley

Turn-ons: Theron's Norwegian femme fatale engages in some aggressive foreplay with assassin boyfriend James Spader.





39. Julie Delpy

With that flawless skin, radiant gaze and mysterious smile, Delpy is the foreign exchange student you always wanted to rap with about Foucault's History of Sexuality. In last year's indie hit Before Sunset, we learn that Ethan Hawke has been obsessing about her for the past nine years. Join the club, Ethan.

Key Movie: Before Sunrise

Turn-ons: Bottle of wine in hand, Julie and Ethan lie in a Vienna park and somehow make the very idea that they might have sex seem sexy.





38. Isabelle Huppert

The French redhead has the square-jawed look of a freckled boy. But oh, what goes on in that head. Huppert lives in the darker realms of carnal knowledge. She might be the only actress to win prizes playing an S&M-addicted piano teacher and engaging in mud-smeared coitus in I Heart Huckabees.

Must-see movie: The Piano Teacher

Turn-ons: Huppert and her sadistic student lover give new meaning to the phrase, "teacher's pet."





37. Katie Holmes

If you were dating Katie, you'd be jumping on couches, too. With her all-American looks and impossibly-large eyes, she was the 1990s' definitive girl next door on Dawson's Creek. Now she's growing up fast, with edgy roles like Go's rave-hopper -- and some very steamy make-out scenes with her on-screen partners.

Must-see movie: The Gift

Turn-ons: Bye bye, Dawson. Her cheating character goes topless to tease ... Greg Kinnear?





36. Rachel McAdams

The Canuck redhead's wholesome features recall the pinup gals of Hollywood yesteryear, although she's chameleon enough to play both a bitchy blonde prom queen in Mean Girls and tame the heart of the Butterscotch Stallion in The Wedding Crashers.

Must-see movie: The Notebook

Turn-ons: Doing some topless painting after a night of lovemaking with old flame Ryan Gosling.





35. Susan Sarandon

Sex helped make Sarandon's name. She was perfect as the mature-looking girl open to seduction by Tim Curry (in The Rocky Horror Picture Show), Catherine Deneuve (in The Hunger) or Burt Lancaster (Atlantic City). Now the men are younger, and she plays the predator ... with a knowing gleam on her eye.

Must-see movie: Bull Durham

Turn-ons: Sarandon and Tim Robbins sing the body electric with some help from Walt Whitman.





34. Ludivine Sagnier

Blonde tease Ludivine Sagnier became the latest French nymphet the old-fashioned way. In the 2003 art house hit Swimming Pool, she drove sexy older woman Charlotte Rampling and various men nuts by lazily lounging by the blue water -- first in a tiny bikini, then in no bikini at all. Anyone for a dip?

Must-see movie: Swimming Pool

Turn-ons: Sagnier's incredibly shrinking wardrobe.





33. Michelle Yeoh

She has a face that has seen a thing or two, and the Hong Kong martial arts star is also handy to have around in a fight. Yeoh yearned for Chow Yung Fat in Crouching Tiger, Hidden Dragon and whipped 007 in Tomorrow Never Dies. Her arousing aloofness gets full play in the upcoming Memoirs of a Geisha.

Must-see movie: Tomorrow Never Dies

Turn-ons: One of the feistiest Bond-babes ever, Yeoh gets Pierce Brosnan on his back -- and wipes the floor with him.





32. Jennifer Connelly

The raven-haired Connelly has gone from a luminous child star in Labyrinth to a voluptuous teen temptress and intense dramatic actress -- by way of a rather scandalous scene in Requiem for a Dream. Wonder which she's prouder of -- her Oscar, or having the most entrancing eyebrows in all of creation?

Key Movie: The Hot Spot

Turn-ons: Connelly's good-girl character cools off from the steamy noir with some skinny-dipping at the ol' swimming hole. Don Johnson is understandably moved.





31. Gina Gershon

Gershon would have made the list on the basis of her lips alone: two huge Cupid's bows that look comfortable enough to snuggle up between. But she is also an intrepid erotic adventurer -- going Sapphic in Bound and like a wisecracking Alberto Vargas pin-up come to life in Showgirls.

Must-see movie: Bound

Turn-ons: Gershon discovers where Jennifer Tilly's tattoo is.







30. Kirsten Dunst

In The Virgin Suicides, Dunst was the very image of unattainable beauty, walking through the movie like a Valium-induced dream. It's her unique combination of enthusiasm and esprit, however, that makes movies like the cheerleading comedy Bring It On such enduring fetish objects.

Must-see movie: The Virgin Suicides

Turn-ons: Wearing those panties with Trip's name on them.





29. Rosario Dawson

Twenty movies after her debut as an angst-ridden teen in the infamous Kids, Dawson is making the block hot again in the angst-ridden Rent. Credit her exotic charm to an ethnic background that's deliciously multi-culti: Native American, Puerto Rican, African American, Cuban, and Irish. And if you want to talk hot, what about that tough girl act in Sin City?

Must-see movie: Sin City

Turn-ons: Gleefully wasting scum, while smacking her lips and bursting out of fish-net stockings.





28. Thandie Newton

Zambia-born Newton dazzled as the founding father's slave lover in 1995's Jefferson in Paris; since then, the Oxford grad has turned her beauty to her advantage opposite Tupac and Tom Cruise. There's always more to her than meets the eye -- chalk it up to the winning tenderness that mixes with her seductive qualities.

Must-see movie: Besieged

Turn-ons: Newton's cleaning lady slowly draws a cranky concert pianist out of his shell.





27. Eva Green

She's a classic Parisian beauty. She's also the sort of woman you want to engage in serious discussions about Godard on the Left Bank and passionate clinches on the Right Bank. Added bonus: Her debut in The Dreamers showed a very European attitude about on-screen nudity.

Key Movie: The Dreamers

Turn-ons: Seducing Michael Pitt on the kitchen floor while her brother makes an omelet.





26. Tilda Swinton

Her innate androgyny is alluring, no doubt; we keep watching to see where it might lead. The aristocratic Scot doesn't disappoint, either -- whether forcing herself on Leonardo DiCaprio in The Beach or fearlessly baring the aging body of a still-horny 40-something in Young Adam, she's always got a surprise up her sleeve.

Must-see movie: Young Adam

Big sexy moment: Swinton and Ewan MacGregor get naked on a bed of gravel. Under a truck. In the rain.





25. Denise Richards

Her entire career is a guilty pleasure. With moist lips and sorority-girl body, the sexpot has saved the world from bugs in Starship Troopers and turned heads as The World is Not Enough's nuclear physicist Dr. Christmas Jones. The latter role inspired one of Bond's immortal quips: "I thought Christmas only comes once a year."

Must-see role: Wild Things

Turn-ons: No contest. In the infamous threesome, she lets Neve Campbell use her breasts as a human champagne flute. Bottoms up!





24. Isabelle Adjani

Yes, she was in Ishtar, but please remember her as one of the most beautiful women of her era -- a French temptress with a neurotic edge. With her bee-stung lips and deep blue eyes, Daniel Day-Lewis' ex is still playing the femme fatale 30 years after Truffaut's The Story of Adele H.

Must-see movie: Camille Claudel

Turn-ons: Posing topless for (and staring down) horn-dog sculptor Rodin (Gerard Depardieu).





23. Rachel Weisz

Don't be fooled by the dark eyes and deep curves that stole Hugh Grant's heart in About A Boy. Weisz has enough pluck to wrestle with the undead in those Mummy movies and battle pharmaceutical companies in The Constant Gardener. As the Stalinist poster child in Enemy at the Gates, she made chapped lips sizzlingly sexy.

Must-see movie: Enemy at the Gates

Turn-ons: Weisz and red-hot Red Jude Law get horizontal amid a sleeping crowd of solders ... in Siberia!





22. Sigourney Weaver

There are two things everyone remembers about Alien: the unexpected guest that bursts out of John Hurt's chest at dinner, and Sigourney in her skivvies. Tall, angular and tough-talking, she broke box office records as an action hero without losing her sex appeal -- at least for the first few sequels.

Must-see movie: The Year of Living Dangerously

Turn-ons: A scorching kiss with Mel Gibson in the middle of a stuffy diplomatic ball.





21. Pamela Anderson

She has the looks of a Barbie Doll -- unfortunately she has the acting skills of one, too. But give the sexpot credit. She's shown astonishing range: big-chested lifeguard (Baywatch), big-chested bounty hunter (Barb Wire), big-chested tool girl (Home Improvement), and big-chested housewife (Tommy Lee video).

Must-see show: Baywatch

Turn-ons: Running on the beach in big-chested slo-mo. The reason God invented Tivo.






20. Kate Winslet

Blonde, beautiful and busty -- winsome Winslet is one hot mama, posing nude for Leonardo in Titanic and shining as Jim Carrey's unforgettable lost punk love in Eternal Sunshine of the Spotless Mind. After playing maid to de Sade in Quills, who was surprised to learn about her nasty-assed phone sex technique on HBO's Extras?

Must-see appearance: Extras

Turn-ons: Wearing a nun's habit, Winslet relates her erotic plans to help husband Sam Mendes "polish his Oscar."





19. Monica Bellucci

Her classic looks are straight out of a Botticelli painting, but she also channels the sensual glamour of Italian screen sirens like Sophia Loren. When the Wachowski Brothers needed an actress to play the sexiest computer program on Earth for The Matrix Reloaded, casting Bellucci was a no-brainer.

Must-see movie: Irreversible

Turn-ons: Her beatific sex scene with real-life lover Vincent Cassel at the end of the movie miraculously undoes all the horrors she's had to endure.





18. Nicole Kidman

With sharp cheekbones and an ageless face, Nicole looks as flawless in Bewitched as she did skidding through Days of Thunder. Her search for an Oscar somewhat obscured her beauty (she finally won one wearing a fake nose in The Hours), but check out her trampy turn as a mail-order bride in Birthday Girl.

Must-see movie: Eyes Wide Shut

Turn-ons: Wearing a see-through white tank-top and purring fantasies of infidelity to (then-husband) Tom Cruise.





17. Asia Argento

The Italian vamp looked like she could snap Vin Diesel in half in XXX, and few actresses are as turbulent inside. Scarlet Diva found the director-actress plumbing all manner of sexual and chemical depths in the name of exorcising her demons. You have been warned - sex symbols don't get any deadlier.

Must-see movie: New Rose Hotel

Turn-ons: Argento shows Willem Dafoe a few tricks he didn't learn in Body of Evidence.





16. Julianne Moore

Her recent run of repressed 1950s housewives can't make us forget how hot Julianne can be -- in and out of her housedress. Her porn star earth mother in Boogie Nights left everyone wanting more Moore. And, yes, as Robert Altman's Short Cuts proved once and for all, she's a real redhead.

Must-see movie: The End of the Affair

Turn-ons: Making love with Ralph Fiennes as bombs fall. Did the earth move for you?





15. Natalie Portman

Her wise-child debut at 11 as an assassin-in-training in The Professional had guys everywhere counting the days until Natalie turned 18. After reigning over the deeply un-sexy empire in three Star Wars flicks, Portman came of age as Closer's duplicitous stripper Alice and Garden State's Shins-loving life force.

Must-see movie: Closer

Turn-ons: Portman does a turn as Clive Owen's pink-wigged private dancer.





14. Michelle Pfeiffer

With her high cheekbones and translucent skin, this California girl has always looked more fairy princess than beach bunny. But under the cool surface lurks the woman who crawled across that piano in The Fabulous Baker Boys and into that purrfectly sinful cat woman outfit in Batman Returns.

Must-see movie: Scarface

Turn-ons: Coming down that glass elevator in her backless dress, like Helen of Troy with a bad coke habit.





13. Diane Lane

Lane has driven audiences wild since she was an 18-year-old making eyes at Matt Dillon in 1983's Rumble Fish. Unafraid of nudity, the New York-born brunette was perfectly cast as the housewife who gets a second sexual wind in Unfaithful.

Must-see movie: Unfaithful

Turn-ons: The way her inhibitions slowly fall away during her first fling with Olivier Martinez.





12. Aishwarya Rai

The reigning queen of Indian cinema has almost never kissed a man on film. It's considered a taboo in the Bollywood film industry. But then she doesn't have to. The former Miss World from Mangalore is capable of seducing audiences with a single twitch of hip during a red-hot dance number.

Must-see movie: Bunty Aur Babli

Turn-ons: Rai enters vindaloo territory while unveiling her bellybutton during the song "Kajra Re."





11. Maggie Cheung

After serving an apprenticeship as Jackie Chan's sidekick in countless Hong Kong chopsocky flicks, Cheung smoldered in clinging silk cheong-sams in the slow-burning In the Mood for Love. Filmed in rapturous slow motion, she made the simple act of going to buy a pot of noodles into an erotic endgame.

Must-see movie: Irma Vep

Turn-ons: Slinking around a Paris hotel in a latex catsuit, complete with a chic Sonic Youth soundtrack.






10. Jennifer Lopez

In a sea of stick-figure blondes, Lopez reminded the world what real booty looks like. She can do cute, but after a run of forgettable romantic comedies, this multi-tasking diva needs more grown-up movies to let her sensuality shine through. And no, Gigli doesn't count, in spite of the yoga scene.

Must-see movie: Out of Sight

Turn-ons: Crammed into a trunk with George Clooney.





9. Cameron Diaz

She's a blond bombshell, for sure, but it's that up-for-anything wild gleam in her eye that makes her truly hot. In There's Something About Mary, beer-swilling, ball-loving Diaz seemed like sunshine itself, and everyone from Ben Stiller to Brett Favre got in line to woo her.

Must-see movie: There's Something About Mary

Turn-ons: That naughty grin she flashes when she tells Ben Stiller, "Ted. I'm f*cking with you."





8. Juliette Binoche

From her role as the innocent in The Unbearable Lightness of Being to a turn as the other woman in Damage, this French actress has created her share of on-screen steam. The dark-eyed damsel also broke hearts as the grieving widow in Blue, and succumbed to an amour fou in The Widow of Saint-Pierre.

Must-see movie: Chocolat

Turn-ons: Making -- and eating -- bon bons even more sinfully delicious than co-star Johnny Depp.





7. Salma Hayek

The mere mention of this Mexican beauty's name was enough to send the teen stars of Y Tu Mama Tambien into ecstasy. Dark-eyed and curvaceous, even her overwhelming Frida make-up couldn't squelch her sex quotient, especially in the scenes with Ashley Judd).

Must-see movie: Dogma

Turn-ons: Pole dancing in pigtails and pink lingerie.





6. Zhang Ziyi

This China doll has gone from being a butt-kicking beauty in Crouching Tiger to an obscure object of desire in last summer's art house hit 2046. Possessed of fragile good looks and a battery of flirtatious strategies, she's poised to burn up the screen in Memoirs of a Geisha.

Must-see movie: 2046

Turn-ons: Those sizzling gazes she trades with Tony Leung across the hall.





5. Penélope Cruz

Before she made headlines with Vanilla Sky co-star Tom Cruise, this Spanish beauty was Pedro Almodovar's muse in a series of sexy, zany classics. She had great chemistry with new beau Matthew McConaughey in Sahara, but expect sparks to really fly opposite Salma Hayek in the upcoming Bandidas.

Must-see movie: Jamón Jamón

Big sexy moment: A pre-fame Cruz strikes sparks with pre-fame Javier Bardem. Caliente!





4. Naomi Watts

The Aussie blonde announced her arrival during an uncomfortable audition scene in David Lynch's Mulholland Dr., during which her innocent girl from the sticks suddenly became a man-hungry seductress. Watts' latest big gorilla of a leading man (he goes by the name Kong) should bring out the best in her.

Must-see movie: Mulholland Dr.

Turn-ons: What does the movie mean? Not a clue. But it's worth watching to see Naomi peel back the successive sexual layers of her phantasmal character.





3. Scarlett Johansson

She's barely legal, but Johansson's husky voice, bee-stung lips and rumored affairs have made her one of the iGeneration's most resonant sex symbols. But wait, she's also classically pretty enough to play a Vermeer painting in The Girl With the Pearl Earring. The actress has wreaked havoc on myriad onscreen paramours, including an understandably beguiled Bill Murray.

Must-see movie: Lost in Translation

Turn-ons: Johansson and Murray's fingertips touching as they confide intimate details to each other.





2. Halle Berry

Internet caper Swordfish should go down as history as the movie in which Berry received a $500,000 bonus for bearing her breasts in a sunbathing scene. Not that she needed to -- she's made pulses race as Dorothy Dandridge, The X-Men's Storm, and 007's gal pal rising from the surf in Die Another Day.

Must-see movie: Bulworth

Turn-ons: Serial womanizer Warren Beatty meets his match in Berry's ride-or-die chick.





1. Angelina Jolie

Daughter of a Hollywood outlaw and a Native American dancer, subject of dark rumors, and wild chick with a social conscience, she remains untamed, even dangerous -- especially for her male co-stars, who stretch from Jonny Lee to Billy Bob to Mr. Pitt himself. Jolie commands the camera like a tractor beam, and delivers something exciting even when the films themselves fail her. So where is the role -- or the man -- to match this lady's power?

Must-see movie: Mr. and Mrs. Smith

Turn-ons: Getting felt up on the dance floor by Brad Pitt.

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