Most of these women are very smart. Many are successful. All are smokin’ hot—and that was our only criteria. Behold: This year’s lust list 

40. Adriana Lima

Brazilian stunner Lima, a Victoria’s Secret Angel since 2000, is not only one of the top-earning models in the world, but also pops up on Forbes’ Celebrity 100. It’s not only that she’s one of the sexiest women ever to grace the Earth; she’s also got a Mother Teresa streak, building orphanages in South America and attending church every Sunday. What man doesn’t want to tempt a saint—especially one so divinely beautiful? 

Photograph: © Corbis Images 

39. Blake Lively

There's an all-American allure to Lively, a white picket fence that surrounds a suburban sexiness, and we dig it. From Gossip Girl to Green Lantern, she's our favorite girl next door. 

Photograph: © Getty Images 

38. Kate Hudson

Almost Famous. One line. William: I need to go home. Penny Lane: You are home. We've loved her ever since, no matter what rocker she marries or romantic comedy she stars in—most recently, 2011'sSomething Borrowed. 

37. Carrie Underwood

American Idol's hottest alumni, Underwood mixes awe-shucks charm, angelic pipes, and a lean farmgirl frame. Sadly for us, she paired that lethal, all-American combination with a Canadian counterpart, Nashville Predators Center Mike Fisher. The couple married in 2010. 

Photograph: © Corbis Images 

36. Shakira

For a while, it seemed like we hadn't heard much from Shakira since the "Hips Don't Lie" days. Then the World Cup happened, and the curvy Colombian singer went viral again with her single "Waka Waka (This Time for Africa)," garnering 370 million YouTube views—third all-time. Few comebacks were more enthusiastically welcomed.

35. Rachel McAdams

After a decade of Hollywood pundits declaring McAdams "the next Julia Roberts," we think it's time—especially after doing sexy-smoldering in 
The Notebook, sexy-uptight in Morning Glory, and sexy-crazy in Wedding Crashers—to call Julia Roberts "the old Rachel McAdams." After all, who would you rather kiss in the rain tonight?

Photograph: © Corbis Images 

34. Eva Mendes

"Every day she came to set (of The Other Guys)," says director Adam McKay, "you'd understand how the Trojan War happened." What he said. 

Photograph: © Corbis Images 

33. Penelope CruzPenelope Cruz has always been an actress of uncommon depth and offbeat taste, providing divine inspiration and an erotic charge to the canons of Pedro Almodovar and Woody Allen. Though she failed to win an Oscar for her sultry song-and-dance in Nine, Cruz is always unquestionably a 10.

32. Elizabeth Banks

She had us bewitched—and sometimes bewildered—with turns in the 40-Year Old Virgin, Role Models, Our Idiot Brother, and 30 Rock. Hell, Banks is so smoking hot we even, uh, “cast a vote” for her as Laura Bush in Oliver Stone's W. Look for her in 2012's Welcome to People alongside fellow babes Olivia Wilde and Michelle Pfeiffer. 

31. Rihanna

We respect her status as one of the best-selling musical artists in the world, her claim as the youngest artist to post 10 top-10 hits on the Billboard charts, the 20-million albums sold, and all that jazz. But when it comes down to it, we love this Caribbean Queen because she's a "good girl gone bad," as she announced on her 2007 album. Well-inked, flamboyantly dressed, and defiantly sexual, Rihanna opened our umbrella-ella-ella a long time ago. 

Photograph: © Getty Images 

30. Leighton Meester

Gossip Girl star Meester has us buzzing like we're in Amsterdam, from whence her parents hail. And that's a high we're unlikely to recover from anytime soon, as she recently landed the lead in the 2012 Adam Sandler comedy I Hate You, Dad, due out next June.

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29. Lea Michele

She's lit up Broadway in Les Miz and Spring Awakening and put the soprano in Glee, but it's Michele's girl-next-door sex appeal—you know, that schoolgirl thing—that's got us hitting high notes.

Photograph: © Corbis Images 

27. Britney Spears

Clearly, there are many moods of Britney, but if you can hack head-shaving, the soap operatics, and her subconscious obsession with topping TMZ, you'll get a grown-up schoolgirl who likes to get (almost) naked, bump and grind, coo a bit, and "do something." In other words, you get the Britney we saw in 2011—reformed, controlled, and soaring on the success of a new album. It's good to have the old Britney back. 

26. Jennifer Aniston

After a series of failed early '90s sitcoms and a career-curdling run of Irish luck in the slasher-kitschLeprechaun, Aniston finally got unstuck from second gear as part of television's most famous sextet on NBC's Friends. A luscious combination of curves, snap, and whip-smart timing, Aniston, a tabloid favorite and Hollywood powerhouse, is now every man's favorite dentist after her white-knuckled romp inHorrible Bosses. 

25. Aishwarya Rai

Often cited as the most beautiful woman in the world, Rai is known in America only for her brief, but mesmerizing role in Pink Panther 2 (of all things), but on the world stage she's one of the most beloved and well-decorated actresses. It's pure folly that Rai is better known in Bollywood than Hollywood. She's a former Miss World, after all. 

24. Olivia Munn

The exotic, Irish-Chinese Oklahoman represents the ultimate in geek love, hosting G4's Attack of the Showand trading barbs with Jon Stewart on The Daily Show. Funny, sexy, and better than you at Gears of War? What more could a man want?

23. Hayden Panetierre

Picture perfect, and more than a little naughty, Scream 4 babe Panetierre—which means "baker" in Italian—keeps our oven white-hot. She'll tantalize audiences once more next March when she stars in the dramaCarmel. 

Photograph: © Corbis Images 

22. Katy Perry

A buxom, raven-haired pastor's daughter who's topped pop charts with declarations of satisfied girl-on-girl curiosities, dresses with a manic eccentricity, and married a comedian in recovery for sex addiction? We don't even care if she tastes like cherry chapstick; we'll like it. 

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21. Mila Kunis

From perennial ugly duckling Meg Griffin on Family Guy to sublime beauty in Black Swan, the Ukraine-born Kunis has proven she's got range. With this summer'sFriends with Benefits, she also demonstrated a sexy, vibrant charm. If only we had friends like Mila. 

Photograph: © Getty Images 

20. Christina Hendricks

Often reported to be the sexiest woman in the world, Hendricks has a voluptuous figure that makes hourglasses blush and men go mad. No piece of fabric, or set of hands, could ever be luckier than to hold Mad Men's curvaceous stunner. 

19. Beyonce

Though coined to describe her, “bootylicious” seems a touch vulgar for the jaw-droppingly beautiful princess of pop. Thankfully, hip-hop megastar Beyoncé exhudes accessibility despite her limitless gifts and famous curves, even with a rap mogul on her arm and 18-carats on her finger. She'll always keep us crazy in love. 

18. Jessica Alba

Always a woman, but now a mother twice over, this former child star has been a Dark Angel for James Cameron, gone to Sin City with Frank Miller and Robert Rodriguez, and has us friskily counting the seconds until we can travel to a new dimension with her in this summer's Spy Kids 4D. 

17. Mary Elizabeth Winstead

Good thing movie blood is really just corn syrup, because Winstead is this generation's scream queen—a veteran of The Ring 2, Final Destination 3, Black Christmas, Grindhouse, The Thing, and Abraham Lincoln: Vampire Hunter. But it was as the alluring—and thankfully splatter-free—Ramona Flowers that she won us over in Scott Pilgrim vs. The World.

Photograph: © Getty Images 

16. Natalie Portman

What's the female version of Renaissance Man, but also heart-stoppingly sexy? Maybe we haven't coined that phrase yet, but we're thinking it should be "Natalie Portman"—child actress, Harvard grad, Oscar-winner, film director, animal rights activist, and author of scientific papers like "Frontal Lobe Activation During Object Permanence"—which somehow, coming from Portman, still sounds sexy.

15. Maria Sharapova

The number-one tennis player four years in a row, this grunting, 6'2" baseliner nearly saved women's tennis all by herself. That's one reason the Russian bombshell recently signed an 8-year, $70 million contract with Nike. Just in case you were worried she might be going anywhere. 

Photograph: © Corbis Images 

14. Angelina Jolie

Wild rumors hug this modern-day Athena more tightly than her Tomb Raider tank tops: she drinks blood, she shoots horses, she has girl-on-girl tendencies and a volcanic temper. Whatever. Onscreen, Jolie is insatiable and lethal, formidable and then entirely human. Frankly, we couldn't care less what she does offscreen, we’d still be smitten. 

13. Bar Refaeli

Some women need to work hard to maintain their looks. Bar Refaeli knows nothing of this, having modeled since she was eight months old. Linked for years to Leonardo DiCaprio, a former Model of the Year, World Style Award recipient, and occasional TV host, Refaeli is an Israeli beauty whose intense gaze could stop a tank and bring about world peace. (Probably.) 

12. Nicole Scherzinger

A chameleon-like music industry veteran, Scherzingerhas sung with hard rock bands (Days of the New) and glam-hussies (Pussycat Dolls), while grabbing the crown on 2010's Dancing with the Stars and the much-coveted wingman position on this fall's X Factor with Simon Cowell. Like Scheherazade, Scherzinger has a way of raising the temperature over 1,001 nights, and we can't wait to see what she does with Will Smith inMen in Black 3. 

Photograph: © Getty Images 

11. Julianne Hough

Most dudes are born with two left feet, so we'll gladly let this professional ballroom dancer and two-timeDancing with the Stars champ take the lead. With a number-one country album and a head-turning spell in this Fall’s Footloose, she's already got us falling all over ourselves. (We may as well call it dancing.) 

Photograph: © Corbis Images 

10. Megan Fox

Some women were simply born to be hot. That's Megan Fox—the excuse every man needed to plunk down a ten-spot on Transformers: Revenge of the Fallen and probably once more when she stars in the upcoming comedy Friends With Kids.

9. Miranda Kerr

Mrs. Orlando Bloom is one of the world's most photographed models, a way-hot version of the girl next door with dimples that could make any man weak in the knees. Did we mention she's also a serious practitioner of yoga? Now you're weak.

8. Katrina Bowden

Despite the surname of her 30 Rock receptionist (that would be Xerox, for the uninitiated), the 22-year old Bowden is a true original. We can hardly wait to see her treading water in Piranha 3DD or making pastries in the forthcoming American Pie sequel. 

Photograph: © Corbis Images 

7. Brooklyn Decker

Sorry, fellas, but this 24-year old beauty—a former Sports Illustrated swimsuit issue cover girl, starring in next summer's blockbuster Battleship—is married to tennis star Andy Roddick. Game, set, match, Andy. 

Photograph: © Corbis Images 

6. Alana Blanchard
Earning the title of hottest surfer in the world is no small feat, but the Hawaii-born Blanchard effortlessly hangs ten on the world stage, dodges shark attacks, and steals hearts. Aloha wau ia 'oe, Alana. 

5. Rosie Huntington-Whitely

What's better than looking at this stunning English beauty in the almost-altogether in a Victoria's Secret catalogue? Watching this stunning English beauty battle gigantic robots and save the world inTransformers: Dark of the Moon—in the almost-altogether. Megan who?

Photograph: © Getty Images 

4. Minka Kelly

Had this gorgeous brunette followed through with a career as a surgical assistant, we'd probably be cracking wise about wanting to play doctor. Instead, we'll have to praise her heartbreaking work on television's Friday Night Lights and say we're revving our engines to keep up with her street-racing temptress on ABC's upcoming Charlie’s Angels TV series.

Photograph: © Corbis Images 

3. Zoe Saldana

Black, blue, brown, or polka-dotted, Saldana is one of cinema's most splendiferous leading ladies, and versatile too—capable of heavy-duty action (Avatar,Star Trek, this fall’s Colombiana), playful comedy (Guess Who, Death at a Funeral), and more dramatic fare (next year's thriller, The Words). But it was Zaldana's noble, full-bodied, motion-capture Na'vi performance in Avatar that's made us true-blue fans.

Photograph: © Corbis Images 

2. Emma Stone

She's not only smart, she's clever. And she's not only clever, she's wicked—whether she's earning an Easy A, coping with an intoxicating case of Crazy Stupid Love, or wooing The Amazing Spider-Man. 

Photograph: © Getty Images 

1. Jennifer Lawrence

We freely admit there aren't many women who could turn us on while covered head to toe in blue paint—it's just not our thing—and fewer still who could arouse us with little more than a bow and arrow, yet 20-year old Oscar-nominee Lawrence does both as Mystique in X-Men: First Class and as Katniss Everdeen in next year's hotly-anticipated Hunger Games. 

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