1.

JENNIFER LOPEZ / Out of Sight

J-Lo's most famous assets have never looked better on-screen than in Steven Soderbergh's sexy cat-and-mouse noir thriller, in which she plays a headstrong cop who falls for brash bank-robber Clooney.

2.

SALMA HAYEK / From Dusk Till Dawn

In this 1995 Robert Rodriguez/Quentin Tarantino collaboration, perennial top-10 hottie Hayek plays a sultry stripper/vampire who heroically kills off Tarantino's character, saving us all from more of his awful acting.

3.

JULIA ROBERTS / Ocean's Eleven

Roberts may be a long way from her Pretty Woman days, but she can still bring the heat when necessary, as she ably demonstrated in Soderbergh's stylish Rat Pack remake.

4.

CATHERINE ZETA-JONES / Intolerable Cruelty

Zeta-Jones proved a fine foil for Clooney in this 2003 screwball comedy, the only Coen Brothers work that has ever come close to being called "sexy."

5.

NICOLE KIDMAN / The Peacemaker

Kidman went back to her roots -- literally -- in this 1997 thriller, brandishing fiery red locks as a WMD expert on the trail of Bosnian terrorists. Unlike Denise Richards in The World is Not Enough, Kidman was actually believable as a nuclear scientist.

6.

CATE BLANCHETT / The Good German

Academy darling Blanchett's hottie credentials have been sadly limited by her stubborn insistence on acting only in "serious" projects of "artistic merit," like this 2006 thriller set in post-World War II Berlin.

7.

MICHELLE PFEIFFER / One Fine Day

Though her star had begun to ebb by the time this 1996 romantic dramedy came along, Pfeiffer still had more than enough left in the tank to plausibly portray a Clooney paramour.

8.

ALICIA SILVERSTONE / Batman and Robin

Cherubic Silverstone never quite reached the babe potential she first evinced in 1995's Clueless, but she's had her moments over the years. Though her Batgirl suit wasn't all that impressive, she still looked a heck of a lot better than Uma (see below).

9.

HOLLY HUNTER / O Brother Where Art Thou?

Thanks to her recent turn as a hard-partying, promiscuous detective on TV's Saving Grace, 50-year-old Hunter has been re-born as a sassy Cougar.

10.

UMA THURMAN / Batman & Robin

In his regrettable 1997 franchise-killer, director Joel Shumacher achieved what many had once thought impossible: he made Uma look bad, dressing her in a hideous green suit that made her look like one of Santa's elves.