Rosie Huntington-Whiteley has unseated Cheryl Cole to be crowned the world's sexiest woman.
The model turned actress topped the voting in the annual poll to find the 100 top beauties held by FHM magazine, won for the past two years by X Factor judge Cheryl.
Rosie, 24, is starring in the upcoming Transformers: Dark Of The Moon movie, replacing Megan Fox as the female lead.
The starlet - who is dating actor Jason Statham - is known for her modelling contracts for lingerie giants Victoria's Secret and Agent Provocateur. She said of her win: "I'm so flattered to be FHM's Sexiest Woman in the World. This is a really exciting year for me."
Newlywed Kate Middleton enjoyed a massive surge of popularity, making it into the top 100 for the first time since 2007. She shot into the list at 39, the only royal represented.
Singer Katy Perry is ranked second in the FHM list, jumping 35 places from last year. The I Kissed A Girl and Firework singer married comic Russell Brand last year.
Third-placed singer Rihanna also achieved a hefty climb compared with the 2010 list, rocketing 40 places.
Girls Aloud star Cheryl suffered a large fall, plummeting from last year's prime spot to 12th this year.
Pregnant Kelly Brook - who topped the list in 2005 - is in eighth place, dropping one position from last year. Doctor Who actress Karen Gillan - who plays assistant Amy Pond - is a new entry at 42, while Time Lord Matt Smith's real-life girlfriend Daisy Lowe is at 29.
Jennifer Aniston has disappeared from the list after having been a fixture since 1996, while Lily Allen, Charlotte Church and Sienna Miller also slipped out of the list.