Actress Katie Holmes went topless for her spread inside the upcoming issue of a women's magazine.
The Giver star, 35, wears nothing but a pair of high-waisted jeans and a tan belt looped around her waist, reported Us magazine.
With her trademark brunette tresses flowing down in classic '70s supermodel style, Holmes gives the camera a bold stare and knowing smile.
"I'm always comfortable in jeans. I feel like I can really do anything when I'm in them," she said.
On the cover of Glamour magazine, Holmes wears a cleavage bearing denim shirt.
"I am really focused on motherhood and work right now," Holmes, who was married to Tom Cruise, said.
The upcoming issue of the magazine will hit stands on July 15.