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    Since 1999, Mr. Skin has been the world’s #1 resource for celebrity nudity from movies and TV. Now, to celebrate those 10 years, Mr. Skin is counting down the 100 Greatest Celebrity Nude Scenes of All Time.

    So what made the list and why?

    First, each scene had to come from a movie or TV showno paparazzi shots or homemade sex tapes. Other factors included:

    • Star power of the naked celeb
    • Quality of nudity (i.e., what gets shown, how long it lasts)
    • Overall impact on popular culture and skinema history
    • One movie per actress (for oftennude stars, we chose their one alltime best scene)
    • One scene per movie (in a film that contains many nude scenes, we picked the best)

    Click "NEXT" to view this installment of the countdown with #40-31!

  • 40 Diane Lane nude in Unfaithful (2002)

    (0:55) Unfaithful wife Diane steps out on Richard Gere by dipping into a bath and slipping her boobs into the sudsy palms of Olivier Martinez.

    • Diane debuted nude at 16 in Ladies and Gentlemen, the Fabulous Stains (1981).
    • Diane comes by her natural beauty . . . well, naturally. Her mother, Colleen Farrington, served as Playboy’s Miss October 1957.
    • Unfaithful was directed by Adrian Lyne, the master cinema eroticist who also gave us 9 1/2 Weeks (1986), Fatal Attraction (1987), and Indecent Proposal (1993).

  • 39 Cybill Shepherd nude in The Last Picture Show (1971)

    (0:40) Cybill surveys a group of her naked classmates in a high-school swimming pool. She then sits on the diving board, doffs her top, and hops in to really make it a party.

    • The Last Picture Show was Cybill’s big-screen debut.
    • Prior to acting, Cybill was Miss Teenage Memphis 1966 and a fashion model.
    • Cybill’s naked follow-up to Picture Show did not occur until 2007, when she slipped nip on Showtime’s The L Word.

  • 38 Reese Witherspoon nude in Twilight (1998)

    (0:02) Ms. Witherspoon opens the movie by walking around a bedroom topless, deliciously serving up her sweet Reese’s pieces.

    • After going nude in Twilight, Reese became America’s sweetheart in Pleasantville (1998).
    • In light of Legally Blonde (2001) and her Academy Award for Walk the Line (2005), don’t count on seeing Reese naked again. At least not soon.
    • Twilight is notable as the only film in which Susan Sarandon employed a body double. Sue does bare boobs, but her butt belongs to another.

  • 37 Natasha Henstridge nude in Species (1995)

    (0:42) As a deadly sex alien from outer space, Natasha prepares one of her doomed lovers for blast off by removing her bra. Those are some killer nose cones.

    • Knockout Natasha grew up in a Canadian trailer park, then took off for Paris to pursue modeling at age 14.
    • Natasha also appears naked in Species II (1998).
    • Natasha noted: “My comfort with nudity definitely plays an important part in getting me my roles."

  • 36 Natalie Portman nude in Hotel Chevalier (2007)

    (0:08)Jason Schwartzman pulls off Natalie’s pants, providing us with a sumptuous view of her perfect posterior. Natalie’s got some rear port, man.

    • Early on, Natalie famously proclaimed that she would never perform a nude scene.
    • Natalie comes as close as she can to baring her can in Closer (2004). She plays a stripper and peels to reveal just the slightest of thong panties onstage.
    • When Hotel Chevalier was offered for free on iTunes, demand for the video crashed Apple’s central operating system.

  • 35 Elle MacPherson nude in Sirens (1994)

    (1:15) Elle poses for a painting with three fellow full-frontally nude sirens: Kate Fischer, Pamela Rabe, and 20-year-old Portia de Rossi. These sirens will set off your fire alarm.

    • As a supermodel, Elle earned the nickname “The Body.”
    • To adjust to Sirens’ 1920s setting, six-foot-tall Elle gained 20 poundsin all the right places. During filming, her measurements expanded to 37D-25-36.
    • Aside from a lesbian scene with Kate Capshaw in the cable mini-series A Girl Thing (2001), Sirens remains Elle’s only screen nudity to date.

  • 34 Anna Paquin nude in True Blood (2009)

    After making her nude debut in 2008, Anna opens up True Blood’s second season with an even more bewitching look at her bare boobs while banging her vampire boyfriend.

    • At age 11, Anna won a Best Supporting Actress Oscar for The Piano (1993).
    • Anna’s first “grown-up” role was as a groupie in Almost Famous (2000). She also plays Rogue in the X-Men movies.
    • True Blood has also showcased first-time nude scenes by Lizzy Caplan, Lynn Collins, Danielle James, Danielle Sapia, and Jennifer Wenger.

  • 33 Kate Winslet nude in Titanic (1997)

    (1:25) Kate drops her robe and reclines on a couch so that amorous artist Leonardo DiCaprio can sketch her unsinkably sexy nude body.

    • At a time when few PG-13 movies showed skin, Titanic featured Kate in a long, sensual nude scene. It became the most popular film ever. Coincidence? Mr. Skin thinks not.
    • Pre-Titanic, Kate got naked in Heavenly Creatures (1994) and Jude (1996). She's been nude six times since.
    • In July 2009 Kate stated: "People have seen enough of my bum and my boobs!" She is wrong.

  • 32 Carla Gugino nude in Sin City (2005)

    (0:16) Carla rises from sleep and steps into a bathroom to nurse a wounded Mickey Rourke. She’s wearing only a thong, which stunningly showcases her taut butt and naked upper anatomy.

    • On the big screen, Carla’s Sin City nakedness appeared in black-and-white. Full-color versions can be viewedon the special-edition DVD.
    • Carla remains best known as a TV actress, especially on Karen Sisco. Now she portrays Hollywood agent Amanda Daniels on Entourage.
    • Jaded (1996) features Carla skinny-dipping with lesbians who gang-bang her on the beach.

  • 31 Demi Moore nude in Striptease (1996)

    (1:15)Burt Reynolds very nearly flips his wigliterallyas thong-clad Demi pops open her bra and provides him with cinema’s hottest table dance.

    • To star in Striptease, Demi Moore earned a record $12 million. She was contractually obligated to appear nude.
    • Striptease premiered six months after Showgirls.
    • The only actress to appear in both Showgirls and Striptease is Rena Riffel.

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