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movie feature | Tue. 12 06. 2005 12:00 AM EST

Someone once said that all you need to make a movie is a girl and a gun, but we figured a list of the fifty sexiest assault rifles wouldn't be as titillating as what you'll find below. For nearly a century, movies have helped us define the term "sexy," and through the years there's always been an actress - from Lauren Bacall and
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Marilyn Monroe to Julie Christie and Sharon Stone - who sets the tone of the era. But who are today's temptresses? Who are the women that make audiences feel like they've taken a walk on the wild side? Stick around and you'll find out. Here is the first installment (50 to 31) of VH1.com's 50 sexiest actresses list.

50. Catherine Zeta-Jones
The hottest Latina temptress who isn't actually the slightest bit Hispanic, the Welsh-born Zeta-Jones' seductively dark features and unmistakable curves have made moviegoers want to "get more" for a while now. And her choice of husband gives hope to all the geezers in the audience.
Must-see movie: The Mask of Zorro
Turn-ons: During a swordfight, Zorro neatly slices away Zeta-Jones' clothes, although some strategically-placed locks of hair keep things PG-13.

49. Catherine Keener
Last summer, the indie vet made her way to The 40 Year Old Virgin, and she was the cutest granny to ever deflower a dude. Her dark hair and porcelain skin might make her look like Snow White, but Keener swears like a sailor - a very sexy sailor. Who wouldn't wait 40 years to sleep with her?
Must-see movie: Lovely and Amazing
Turn-ons: Putting the moves on jailbait Jake Gyllenhaal, her co-worker at a one hour photo booth.

48. Natasha Henstridge
She's known simply as "the chick from
Species." In that gloriously cheesy sci-fi epic, Henstridge plays a horny alien hybrid genetically programmed to prance around naked, have loads of sex, butcher her partners, and then prance around naked again. Typecast? Yep. See Ghost of Mars and the straight-to-video Species 3.
Must-see movie: Species
Turn-ons: Stripping off her clothes, literally, in front of every man she meets.

47. Demi Moore
The dangerous one in St. Elmo's Fire loves to push the envelope -- remember that Vanity Fair cover? Forget Striptease: she was hot enough to make Patrick Swayze return from the dead in Ghost, sweatier than a million well-used bills in Indecent Proposal, and downright Amazonian in G.I. Jane.
Must-see movie: About Last Night
Turn-ons: Moore and Rob Lowe -- the Brat Pack Brad 'n' Angie -- share several dramatically necessary nude moments.

46. Gillian Anderson
Smart is sexy. The unattainable is sexy. Red hair is good, too. With encyclopedic knowledge of paranormal activity, forensics, and alien bounty hunters, her Scully teased Mulder -- and all of us -- for a full decade on The X-Files. Next year, Gillian returns with The Last King of Scotland, a historical drama that's refreshingly free of black oil.
Must-see show: The X-Files
Turn-ons: Rolling her eyes at Mulder and then quoting "Occam's Razor."

45. Jeri Ryan
Star Trek had less sex appeal than fried chicken. Then came Jeri Ryan. As the quasi-Borg "Seven of Nine," she wore a uniform so tight you could almost see the outline of her freckles. The statuesque beauty then swapped her tricorder for a chalkboard to play the teacher every guy wanted on Boston Public.
Must-see show: Star Trek: Voyager
Turn-ons: Snogging her Voyager crewmates to "explore her sexuality."

44. Jessica Alba
Alba had slinked into fan-boy hearts before the credits were over on the premiere episode of Dark Angel. Though Fantastic Four failed to capitalize on her bewitching figure, she was the most jiggle-some of Sin City's sirens and acted as a one-woman Baywatch while playing a deep sea diver in Into the Blue.
Must-see movie: Sin City
Turn-ons: The best use of chaps since Montgomery Clift rode the range in Red River.

43. Helena Bonham Carter
A natural aristocrat, Bonham Carter seemed committed to swooning corset roles early in her career, rarely loosening her long curly mane from its severe up-do. She's shed her inhibitions with age -- sexing up Fight Club and hooking up with Tim Burton, who cut her hot monkey love scene from Planet of the Apes.
Must-see movie: The Wings of the Dove
Turn-ons: Mercy sex, Victorian style. Who knew Henry James was so ... racy?

42. Maggie Gyllenhaal
Maggie's subservient stylings in Secretary caught everyone's eye, but she's wickedly appealing even in buttoned-up roles like 50's sweet tart Giselle in Mona Lisa Smile. And you haven't lived until you've caught her striding across a hotel lobby clad in back-seamed stockings in the underappreciated Criminal.
Must-see movie: Happy Endings
Turn-ons: Maggie treats her lover and his suspicious girlfriend to karaoke-fave "Honesty." Trust us--it's hot.

41. Eva Longoria
The voluptuous Corpus Christi pin-up has gone from the beauty pageant runway to the cover of every magazine in the checkout line. The show's called Desperate Housewives, but with her bedroom eyes and curvy body, it's the husbands she makes nervous.
Hot show: Desperate Housewives
Turn-ons: Eva's long-running affair with her teenage gardener hits its stride when she invites the lucky day laborer into a bubble bath.

40. Charlize Theron
Hey, it's inner beauty that counts. Even when she's concealed by unflattering prosthetics (Monster) or a layer of grime (North Country), the glow of the blond South African shines through. And when the statuesque actress is allowed to doll herself up, that inner beauty turns to outer heat.
Key Movie: 2 Days in the Valley
Turn-ons: Theron's Norwegian femme fatale engages in some aggressive foreplay with assassin boyfriend James Spader.

Have we forgotten your favorite sexy screen star? Email your choice and a description of what makes her hot to SexyActresses@VH1staff.com.
39. Julie Delpy
With that flawless skin, radiant gaze and mysterious smile, Delpy is the foreign exchange student you always wanted to rap with about Foucault's History of Sexuality. In last year's indie hit Before Sunset, we learn that Ethan Hawke has been obsessing about her for the past nine years. Join the club, Ethan.
Key Movie: Before Sunrise
Turn-ons: Bottle of wine in hand, Julie and Ethan lie in a Vienna park and somehow make the very idea that they might have sex seem sexy.

38. Isabelle Huppert
The French redhead has the square-jawed look of a freckled boy. But oh, what goes on in that head. Huppert lives in the darker realms of carnal knowledge. She might be the only actress to win prizes playing an S&M-addicted piano teacher and engaging in mud-smeared coitus in I Heart Huckabees.
Must-see movie: The Piano Teacher
Turn-ons: Huppert and her sadistic student lover give new meaning to the phrase, "teacher's pet."

37. Katie Holmes
If you were dating Katie, you'd be jumping on couches, too. With her all-American looks and impossibly-large eyes, she was the 1990s' definitive girl next door on Dawson's Creek. Now she's growing up fast, with edgy roles like Go's rave-hopper -- and some very steamy make-out scenes with her on-screen partners.
Must-see movie: The Gift
Turn-ons: Bye bye, Dawson. Her cheating character goes topless to tease ... Greg Kinnear?

36. Rachel McAdams
The Canuck redhead's wholesome features recall the pinup gals of Hollywood yesteryear, although she's chameleon enough to play both a bitchy blonde prom queen in Mean Girls and tame the heart of the Butterscotch Stallion in The Wedding Crashers.
Must-see movie: The Notebook
Turn-ons: Doing some topless painting after a night of lovemaking with old flame Ryan Gosling.

35. Susan Sarandon
Sex helped make Sarandon's name. She was perfect as the mature-looking girl open to seduction by Tim Curry (in The Rocky Horror Picture Show), Catherine Deneuve (in The Hunger) or Burt Lancaster (Atlantic City). Now the men are younger, and she plays the predator ... with a knowing gleam on her eye.
Must-see movie: Bull Durham
Turn-ons: Sarandon and Tim Robbins sing the body electric with some help from Walt Whitman.

34. Ludivine Sagnier
Blonde tease Ludivine Sagnier became the latest French nymphet the old-fashioned way. In the 2003 art house hit Swimming Pool, she drove sexy older woman Charlotte Rampling and various men nuts by lazily lounging by the blue water -- first in a tiny bikini, then in no bikini at all. Anyone for a dip?
Must-see movie: Swimming Pool
Turn-ons: Sagnier's incredibly shrinking wardrobe.

33. Michelle Yeoh
She has a face that has seen a thing or two, and the Hong Kong martial arts star is also handy to have around in a fight. Yeoh yearned for Chow Yung Fat in Crouching Tiger, Hidden Dragon and whipped 007 in Tomorrow Never Dies. Her arousing aloofness gets full play in the upcoming Memoirs of a Geisha.
Must-see movie: Tomorrow Never Dies
Turn-ons: One of the feistiest Bond-babes ever, Yeoh gets Pierce Brosnan on his back -- and wipes the floor with him.

32. Jennifer Connelly
The raven-haired Connelly has gone from a luminous child star in Labyrinth to a voluptuous teen temptress and intense dramatic actress -- by way of a rather scandalous scene in Requiem for a Dream. Wonder which she's prouder of -- her Oscar, or having the most entrancing eyebrows in all of creation?
Key Movie: The Hot Spot
Turn-ons: Connelly's good-girl character cools off from the steamy noir with some skinny-dipping at the ol' swimming hole. Don Johnson is understandably moved.

31. Gina Gershon
Gershon would have made the list on the basis of her lips alone: two huge Cupid's bows that look comfortable enough to snuggle up between. But she is also an intrepid erotic adventurer -- going Sapphic in Bound and like a wisecracking Alberto Vargas pin-up come to life in Showgirls.
Must-see movie: Bound
Turn-ons: Gershon discovers where Jennifer Tilly's tattoo is.

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