#16: Brooke Shields

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Top 40 Over 40 Celebs

This "Pretty Baby" is all grown up - Shields turns 44 on May 31 - but the mother of two is still as stunning as when she purred " nothing comes between me and my Calvins." (Photo by Scott Wintrow/Getty Images For V-Day)

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#40: Kate Walsh "Grey's Anatomy" tough cookie Kate Walsh turned 41 on October 13, 2008. (AP Photo/Matt Sayles)
#39: Molly Ringw... Yes, the star of "Sixteen Candles" blew out 41 of them on her last birthday cake. The John Hughes muse who channeled angst on the big screen for teenagers everywhere turned 41 on February 18, 2009. She's pictured here with fellow Hughes alum Anthony Michael Hall. (Photo by Frazer Harrison/Getty Images for AFI)
#38: Patricia Ar... We'd like to know the psychic secret behind "Medium" star Patricia Arquette's immaculate skin. The actress turned 41 on April 8, 2009. (Photo by Alberto E. Rodriguez/Getty Images)
#37: Famke Janss... On November 25, 2008, former Bond girl and "Nip/Tuck" star Famke turned 43. (Photo by Stephen Lovekin/Getty Images)
#36: Rachael Ray Culinary superstar, media mogul and star of a legendary sexy photo spread in FHM, Rachael Ray celebrated her 40th birthday on August 25, 2008 by jumping out of an airplane. (Photo by Frederick M. Brown/Getty Images)
#35: Kristin Che... "Pushing Daisies" star and Tony Award-winner Kristin Chenoweth hit the big 4-0 on July 24, 2008. (Photo by Stephen Shugerman/Getty Images)
#34: Kristin Dav... The 44-year-old star helped put the "sexy" in "Sex and the City." (AP Photo/Richard Drew)
#33: Elizabeth H... The "Austin Powers" star is a very shaggable 43. (Photo by Pascal Le Segretain/Getty Images)
#32: Gong Li Gorgeous Chinese actress Gong Li, who starred stateside in "Miami Vice" turned 43 on December 31, 2008. (Photo by Peter Kramer/Getty Images)
#31: Gillian And... The truth is out there: "X-Files" star Gillian Anderson turned 40 on August 9. (Photo by Stephen Shugerman/Getty Images)
#30: Tea Leoni Leoni turned 43 in February 2009. (Photo by Matt Carr/Getty Images)
#29: Jane Krakow... Jane Krakowski, who stars as ditzy actress Jenna Maroney on "30 Rock" will be 41 on October 11, 2009. (Photo by Brad Barket/Getty Images
#28: Paula Abdul The verdict is in: "Idol" judge, singer and dancer Paula Abdul looks great for 46. (Photo by Stephen Lovekin/Getty Images)
#27: Pamela Ande... Even "Baywatch" babes age--Pamela Anderson will be 42 on July 1--but the beach bunny hasn't lost a bit of her bikini bod, as evidenced by her recent strut down a fashion runway. (Photo by Kristian Dowling/Getty Images)
#26: Teri Hatche... There's nothing "desperate" about this 44-year-old TV star. (Photo by Jason Merritt/Getty Images)
#25: Heather Loc... It's hard to believe this TV fixture is 47. (Photo by Kevin Winter/Getty Images)
#24: Nicole Kidm... Awesome Aussie Nicole Kidman marked her 41st birthday on June 20, 2008 and gave birth to daughter Sunday Rose just a few weeks after. (Photo by Stephen Lovekin/Getty Images)
#23: Naomi Watts Naomi Watts turned 40 on September 28, 2008. The gorgeous mum-to-be recently gave birth to her second child with actor Liev Schreiber. (Photo by Jason Kempin/Getty Images)
#22: Michelle Ye... Is it the martial arts that keep the "Crouching Tiger, Hidden Dragon" star in fighting shape at 46? (AP Photo/Lai Seng Sin)
#21: Debra Messi... Do redheads just age better? "Will and Grace" star Debra Messing looks flawless at 40. She was born on August 15, 1968. (Photo by Kevin Winter/Getty Images)
#20: Vivica A. F... "Kill Bill" star Vivica is still a super-fox at 44. (AP Photo/Earl Gibson III)
#19: Maria Bello "The Mummy" actress turned 42 on April 18, 2009. (AP Photo/Dan Steinberg)
#18: Courteney C... Jennifer Aniston's favorite "Friend" turns 45 on June 15, 2009. (Photo by Mark Mainz/Getty Images)
#17: Marisa Tome... It's hard to believe "The Wrestler" star Marisa Tomei turned 44 on December 4, 2008. (Photo by Kevin Winter/Getty Images)
#16: Brooke Shie... This "Pretty Baby" is all grown up - Shields turns 44 on May 31 - but the mother of two is still as stunning as when she purred " nothing comes between me and my Calvins." (Photo by Scott Wintrow/Getty Images For V-Day)
#15: Ashley Judd Is it good genes or a gorgeous husband like Scottish race car driver Dario Franchitti that keeps Ashley Judd looking like a 22-year-old? The actress turned 41 on April 19, 2009. (Photo by Vince Bucci/Getty Images)
#14: Mariska Har... Good genes might account for some of it ('50s bombshell Jayne Mansfield was her mom), but "Law & Order" star Hargitay is smokin' hot at 45. (Photo by Neilson Barnard/Getty Images)
#13: Jennifer An... Jen turned the big 4-0 on February 11, 2009. She celebrated by splitting up with her on-again, off-again younger honey, musician John Mayer. (Photo by Pascal Le Segretain/Getty Images)
#12: Sandra Bull... She often plays goofy girls-next-door, but sexy Sandy is definitely a woman. The actress-producer celebrated her 44th birthday on July 26, 2008. (Photo by Peter Kramer/Getty Images)
#11: Mary-Louise... The 44-year-old star of "Weeds" is as stunning as she was 20 years before. (Photo by Andrew H. Walker/Getty Images)
#10: Julianne Mo... It's hard to believe this gorgeous redhead and her unlined skin turned 48 on December 3, 2008. (Photo by Frederick M. Brown/Getty Images)
#9: Cindy Crawfo... The supermodel remains superfierce at the ripe old age of 43. She recently posed in only a can of shaving cream for Allure magazine. She's pictured here with her children Presley (L) and Kaia. (Photo by Kevin Winter/Getty Images)
#8: Lucy Liu This "Charlie's Angel" turned 40 on December 2, 2008. (Photo by Michael Buckner/Getty Images)
#7: Julia Robert... The original "Pretty Woman" just seems to get more gorgeous with every passing year. Roberts turned 41 on October 28, 2008. (Photo by Kevin Winter/Getty Images)
#6: Cate Blanche... She's not officially going to be 40 until May 14, 2009, but this mother of three doesn't look a day over 20. (Photo by Vince Bucci/Getty Images)
#5: Vanessa Will... Actress, singer and former Miss America Vanessa Williams is no "Ugly Betty" at any age, but it's hard to believe this youthful-looking lady turned 46 on March 18, 2009. (Photo by Todd Williamson/Getty Images for TV Land)
#4: Salma Hayek Sultry star Salma Hayek became a new mom AND turned 42 in 2008. (Photo by Frederick M. Brown/Getty Images)
#3: Diane Lane Former child star and current hottie Diane Lane turned 44 on January 22, 2009. (Photo by Frazer Harrison/Getty Images)
#2: Demi Moore Like Halle Berry, actress Demi Moore prefers younger men - and when you look like this at 46, why not? Moore's companion is actor Ashton Kutcher, who is 31. (Photo by Alberto E. Rodriguez/Getty Images)
#1: Halle Berry Academy Award winner, new mom and number one 40 over 40 hottie Halle Berry turned 42 on August 14, 2008. Her boyfriend and the father of her child is model Gabriel Aubry, who is 10 years younger than Berry. (Photo by Jason Kempin/Getty Images)
There's a Whole ... Check out Halle Berry's evolution through the years by clicking here!