On the new cover of Glamour, Katie Holmes rocks a denim on denim look, playfully teasing us with a glimpse of cleavage and what lies inside the magazine:
The former Dawson's Creek cutie poses topless!
The 35-year-old goes topless for her spread inside the August 2014 issue, donning only jeans and giving the camera a bold stare and knowing smile.
"I'm always comfortable in jeans," Suri's mom tells the mag.
"I just feel like I can really do anything when I'm in them."
Gulp. No comment on the wording of that last sentence.
See the Katie Holmes topless photo after the jump ...
"I am really focused on motherhood and work right now," Tom Cruise's ex said when asked whether she's dating, adding that this is more than enough.
Suri, now 8, amazes her every day, Holmes gushes.
"I didn't know how much love I had in me. It's overwhelming. Every single day I discover more about this spectacular human being I get to be the mother of."
Discover more of spectacular Katie in this gallery: