Top 50 Women Countdown

(Part-2)

No.40   Brittney Palmer

MMA is the fastest-growing sport in North America, and along with it comes an explosion of ring girls. Even during boxing's zenith, fans didn't know ring card models by name. Brittney Palmer and her UFC contemporaries have changed that. Charismatic, even when just strutting around the Octagon, Palmer looks like a classic pin-up model with girl-next-door charm. An artist by training, Palmer's free spirit in interviews immediately caught MMA fans' attention and taught them to love instead of just crave blood. What? Too much? No, seriously, she's that hot.

No. 39    Beyonce

First Jay-Z crushed our dreams by putting a ring on it, and then shortly after her fourth album dropped, Beyonce dropped another major announcement -- that she was pregnant. But that didn't stop the former Destiny's Child singer from touring, and it didn't stop her from making this list. The hip-hop megastar may have officially retired her Sasha Fierce alter ego to take on the role of mom to Blue Ivy, but we're sure she'll remain as mesmerizing as ever. 

No. 38     Sara Jean Underwood

We though no one could ever take the place of Olivia Munn in our hearts, but Sara Jean Underwood made for a pretty capable understudy as a guest host on G4 TV's Attack of the Show! Then she became a regular presenter following Munn's departure, and the 2007 Playboy Playmate of the Year continues to give us a compelling reason to set our DVRs. The adorable and leggy blonde is also an avid yoga enthusiast and professional poker player, but no matter what she is up to, we're always interested in seeing more of her.

No. 37   Anne Hathaway