Men's Health hottest women of 2011

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's Friends with Benefits, she also demonstrated a sexy, vibrant charm. If only we had friends like Mila.

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.

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 drama Carmel.

24. Olivia Munn
The exotic, Irish-Chinese Oklahoman represents the ultimate in geek love, hosting G4's Attack of the Show and 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?

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.

26. Jennifer Aniston
After a series of failed early '90s sitcoms and a career-curdling run of Irish luck in the slasher-kitsch Leprechaun, 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 in Horrible Bosses.

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.

28. Jordana Brewster
When you're the super-hot daughter of a (super-hot) Sports Illustrated swimsuit model, you don't necessarily need to be talented or erudite to win a fan club. But the Panama-born Brewster refuses to rest on her (super-hot) laurels, earning a BA from Yale and tackling popcorn (Fast & Furious), soaps (the upcoming Dallas reboot), and indie mayhem (D.E.B.S.) with delicious (super-hot) aplomb.

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.

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.

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.

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.

33. Penelope Cruz
Penelope 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.

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.

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?

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.

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.

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's Something Borrowed.

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.

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?

41. Anna Kournikova
Once one-half of "the Spice Girls of tennis," a world-famous, happy-footed Russian and quite possibly the most beautiful professional athletes in the history of the universe, Kournikova now hosts NBC's The Biggest Loser—and it makes perfect sense. Anna's all any man would need to make those pounds melt away.

42. Sofia Vergara
Whatever this Modern Family Latin goddess asks us, the answer is "si." Actually, it's, "si, por favor."

43. Scarlett Johansson
If we were to write Scarlett a letter, it would say something like: Thank you for being so jaw-droppingly, curvaceously, knuckle-whiteningly beautiful. But more than that: thank you for holding on to whatever that sad mystery is deep inside of you—from Lost in Translation to Match Point to the upcoming We Bought a Zoo.l

44. Kristen Bell
She eats dessert after every meal, speaks a little Klingon, and once delivered babies at a rundown hospital in Brazil. From Veronica Mars to Showtime's razor-sharp House of Lies, Bell is our favorite down-to-earth, geek-friendly goddess.

45. Amanda Seyfried
By the time she headlined HBO's recently wrapped Mormon polygamy soap, we wanted to show Seyfried exactly how big our love was. This fall, she brings sexy back again with Justin Timberlake in the futuristic chase thriller, In Time.

46. Kim Kardashian
We don't have Royal Families in America, but when high society and reality television collide, something approximating kings, queens, and princesses often emerge. Witness the career of Kardashian, whose greatest contributions to our fair democracy are curves a rainbow would kill for, the occasional, quotable bon mot from her E! series, a highly watchable sex tape from 2007, and an endless series of salacious tabloid headlines. Somehow, despite what’s good for us, we just keep asking for more.

47. Milla Jovovich
A teen model turned movie star, Jovovich once played the universe's only perfect being in The Fifth Element. We're not about to argue—especially given her upcoming turn as M'lady DeWinter in this October's Three Musketeers.

48. January Jones
There's something haunted and fragile about this voluptuous blonde beauty, which is why we root for her to triumph over her blazing sadness on Mad Men and understood Liam Neeson's desperation to find her in the corkscrew thriller Unknown.

49. Cameron Diaz
With great agility, Cameron Diaz has forged a career that's equal parts Charlie Chaplin and Marilyn Monroe, Three Stooges and Grace Kelly. And after all these years, there's still nobody in Hollywood that does a better job of rocking a miniskirt.

50. Alison Brie
Hard to believe that this raven-haired beauty, who splits shifts between Mad Men and Community, once worked as a clown at children’s birthday parties. But it's safe to say that we'd still dig her even if she were wearing a rainbow wig and a big red nose—not that we're into that.

51. Ellie Kemper
On The Office, Ellie Kemper's Erin quickly become our favorite co-worker—she's goofy-hot, whipsmart, matter-of-factly naughty, and laceratingly satirical. It's starting to make us think Jim Halpert may have chosen the wrong receptionist.

52. Katie Holmes
In her signature role as Dawson Creek’s Joey Potter, Holmes played a sultry go-getter. Most of Holmes’ onscreen appearances, in fact, were once a volatile mix of darling and dangerous, lovable and toxic. She had men reeling long before she had her husband freaking out on Oprah’s couch. Expect this fall’s Don’t Be Afraid of the Dark to put the heat back on Holmes.

53. Ximena Navarrete
If aliens were to descend upon Earth, wiping clean all of humankind, save one man and one woman, we'd like that woman—Eve 2.0—to be this woman, Miss Universe 2010. And, of course, we'd like that man to be one of us.

54. Charlize Theron
Whether it's pure sexiness (2 Days in the Valley), whimsy (Arrested Development), elegance (Cider House Rules), or toughness (Hancock), this blonde beauty from South Africa is a portrait of female perfection wrapped in an air of enigma that we would gladly ponder for infinity. The thought of her as Snow White's Evil Queen next spring has cast a desperate spell on us.

55. Amber Heard
What do Nicolas Cage, horror maestro John Carpenter, and late Gonzo journalist Hunter S. Thompson have in common? They've all provided employment for Heard, who may look delicate, but onscreen in films like Drive Angry, The Stepfather, and The Rum Diary, acts with intoxicating grit. Turns out, it’s also true grit—offscreen, she totes around a .357 Magnum.

56. Rashida Jones
We'll just say it: we'd be very happy to recline on the couch and watch the Harvard-trained Jones—daughter of Quincy Jones and Mod Squad’s Peggy Lipton—do everything she does, which is pretty much anything she dreams of: act, sing, dance, write comic books, tell jokes, write screenplays. Playing the role of the straight man—er, woman—on Parks & Recreation, she even manages to score more laughs than the kooks.

57. Erin Andrews
Tow-headed beauty Andrews, a third-ranked Dancing with the Stars contestant, literally took a ball to the chin when the Mets' Alex Cora ripped one foul in 2009. Much as we love baseball, inventing excuses to watch the statuesque ESPN sideline reporter and former college cheerleader is quickly becoming our real national pastime.

58. Taylor Swift
A music industry phenom for nearly half her 20 years, Taylor Swift is nobody’s little girl. Indeed, you can chalk her success up to a remarkable degree of conviction, strength, resolve—not to mention cresting melodies, casual wordplay, and yes, really tiny skirts.

59. Eliza Dushku
A fanboy fave thanks to her smoldering, bare-knuckled work on Buffy the Vampire Slayer and Dollhouse, Dushku is nobody's damsel in distress. And that's too bad, because we'd be first in line to give her an assist.

60. Zooey Deschanel
She’s simply every geek's fantasy—the shapely body, and those blue eyes opened wide in perpetual curiosity and surprise. She's a goddess of indie music (She + Him), indie film (All the Real Girls), mainstream hits (Elf, 500 Days of Summer), and a new Fox sitcom (New Girl). In other words, Zooey Deschanel is electrifying in every way that other girls are not—and that's hot.

61. Sasha Grey
Porn stars usually have the shelf life of yogurt, so then why, six years later, are we still mesmerized by Grey? Because she’s smart and mysterious and extreme—and, of course, way hot—a lethal, possibly singular combination in the world of skin flicks.

62. Vanessa Hudgens
She was delightful in her Disney flicks—or, uh, so we've heard—but we felt more comfortable enjoying Hudgens once she shook the shackles off the Mouse House's forced chastity and went for broke with Sucker Punch, not to mention those stunning self-portraits.

63. Frieda Pinto
From Slumdog Millionaire to Rise of the Planet of the Apes, the ravishing Mumbai native is used to being the pulchritude in untenable environs. Wait until you see Pinto draw blood, tears, and other bodily fluids, turning love into a battlefield in this fall's myth-on-meth movie, Immortals. We’re not worthy.

64. Elisha Cuthbert
Onscreen, she's been daughter to Kiefer Sutherland and Tim Allen (no, not in the same project; that would be weird) and best friend to Paris Hilton (recall House of Wax, if you must), and will probably always have the word “cougar” attached to her name (her 24 character spent a good deal of season two ridiculously outrunning and outsmarting the wild creature), but the platinum-blonde beauty is, at last, enjoying a well-earned reprieve from running away with her new ABC sitcom, Happy Endings.

65. Rachel Bilson
We first fell for Bilson when she played Summer, the comely star of The O.C.—and before that, when she toyed with Zach Braff in that 2006 indie flick The Last Kiss. Millions of dudes the world over understandably continue to lust after the pixieish, dark-haired beauty, and that's before catching minute one of this fall's CW series, Hart of Dixie.

66. Alex Morgan
The youngest player on this year's FIFA Women's World Cup team, New York Flash jersey #13 certainly knows how to use her feet. Watching her get sweaty on the field proved one theory correct: Teams full of women like Alex Morgan are how you finally get Americans interested in soccer.

67. Emilia Clarke
Ordinarily, we're not into chicks with pet dragons and an affinity for wolfing down the raw hearts of stallions, but if they look like this English lass—currently mixing magic and mayhem as Daenerys Targaryen on HBO's A Game of Thrones? Consider us spellbound.

68. Rachel Nichols
Her hot-bodied ass-kicking in shows like Alias and films like GI Joe left one national film critic loosening his collar over Nichols' "comely biceps." He can have 'em. We'll take the rest of Nichols, who appears poised to break out in a big way after her recent turn in Conan the Barbarian.

70. Halle Berry
Just when we think we know Ms. Berry—teenaged beauty queen, prime-time soap diva, big screen crack addict, superhero, Bond girl, heartbreaker—we end up surprised. From X-Men to Monster’s Ball, Bulworth to Things We Lost in the Fire—she's so fine, even Catwoman couldn't make us turn away.

71. Olivia Wilde
If you thought we were going to pun on this steamy temptress' surname—well, you were right. Except her last name isn't really "Wilde;" it's "Cockburn." So write your own jokes. Meanwhile, we'll be reserving our tickets to her next big flick, the 2011 sci-fi thriller, In Time.