Megan Fox has been named the world's second-most "drooled over woman." The "Transformers" actress came second in Maxim magazine's 2009 Hot 100, an annual poll to find the world's most desirable women.
Maxim wrote: "Seriously, do women get more painfully hot than this? Megan Fox has the face of an angel, a body so perfect that God may have carved it out of soap and sex appeal that could melt a unicorn's horn. Plus, we hear she smells like clouds."
The brunette beauty lost the top spot to 'House' star Olivia Wilde, who is apparently so sexy she "makes body temperatures rise."
Israeli supermodel Bar Refaeli - who is dating actor Leonardo DiCaprio - came third, thanks to her "brain blowing body", while "Watchmen" star Malin Akerman and actress Mila Kunis came fourth and fifth respectively.
Eliza Dushku, Adriana Lima, Rihanna, Jordana Brewster and Jennifer Love Hewitt rounded off the top 10.
For the first time in the history of the poll, a First Lady made the cut. Michelle Obama, the wife of President Barack Obama, appeared on the list at number 93.
Maxim wrote of Michelle: "President Obama may be dealing with two wars, an economic meltdown, and a rapidly greying dome, but at least our Commander-in-Chief gets to come home to the hottest First Lady in the history of these United States."
Britney Spears, Katy Perry, Christina Aguilera, Jessica Alba and Jessica Biel also appeared in the top 20.
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