Rosie Huntington-Whiteley on Maxim Cover: Ooga!

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Rosie Huntington-Whiteley is taking over for Megan Fox in the latest Transformers movie and.... sorry, we lost our train of thought staring at her cover photo for Maxim.

You understand why, right?

Rosie Huntington-Whiteley on Maxim

Inside the magazine, if men ever make it that far, the model talked about working with director Michael Bay.

"Everything is 10 times what it is in reality," she said. "More fire, more noise, more explosions! Faster, harder... I was thrilled to witness it all.”

While there's plenty to drool over anywhere you look on Huntington-Whiteley, the aspiring actress was also asked about her lips and replied:

"The rest of my body requires a lot of upkeep, but the lips are one thing I don’t have to work on. They’re funny, because they change color with my mood. They get really, really red when I’m angry or passionate, and pale when I’m miserable or tired. But I suppose everyone else’s do, too.”

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Rosie Huntington-Whiteley Biography

Rosie Huntington-Whiteley Nude
Rosie Huntington-Whiteley is a Vicoria's Secret model, but her career took off big-time in May 2010. That's when she was named as the... More »
Plymouth, England
Full Name
Rosie Huntington-Whiteley