Katie Holmes has been voted one of the sexiest women of the millennium.
The 34-year-old 'Dead Accounts' star - who split from Tom Cruise, 50, last June after six years of marriage and was awarded sole custody of their daughter Suri, six, - came third in a new list compiled by GQ magazine, which said she earned her place by appearing topless in the movie 'The Gift' 13 years ago.
The brunette actress filmed her role in the cult film during a break from her first starring role as Joey Potter on the hit series 'Dawson's Creek'.
The magazine said: "She has the same Joey Potter tics: head tilts, shoulder shrugs up, lips chew down into a lopsided grin. But then she takes off her top."
The mother-of-one was beaten to the top spot by superstar Beyonce, who is married to rapper Jay-Z.
Other beauties on the list include 29-year-old 'Ted' star Mila Kunis, 45-year-old 'Crazy, Stupid, Love' actress Marisa Tomei and new mum Megan Fox, 26.
Others on the list include Britney Spears, Halle Berry, Jennifer Lawrence and Kate Upton.
The list calls Upton "Miss 2012", and says: "You're looking at a poster of the American male fantasy, circa last year."