Model turned actress Rosie Huntington-Whiteley has overshadowed Cheryl Cole to be crowned the world's sexiest woman.
She topped the voting in the annual poll to find the 100 top beauties held by FHM magazine, won for the past two years by X Factor judge Cole.
Plymouth-born Huntington-Whiteley, 24, is starring in the upcoming Transformers: Dark Of The Moon movie, replacing Megan Fox as the female lead.
The starlet - who is dating actor Jason Statham - is known for her modelling contracts for lingerie giants Victoria's Secret and Agent Provocateur.
She said of her win: "I'm so flattered to be FHM's Sexiest Woman in the World. This is a really exciting year for me."
Newlywed Kate Middleton enjoyed a massive surge of popularity making it into the top 100 for the first time since 2007. She shot into the list at 39, the only royal represented.
Singer Katy Perry is ranked second in the FHM list, jumping 35 places from last year. The I Kissed A Girl and Firework singer married comic Russell Brand last year.
Third-placed singer Rihanna also achieved a hefty climb compared with the 2010 list, rocketing 40 places. Neither Perry nor Rihanna had made the top 10 before.
Cole suffered a large fall, plummeting from last year's prime spot to 12th this year.
Pregnant Kelly Brook - who topped the list in 2005 - is in eighth place, dropping one position from last year.
Doctor Who actress Karen Gillan - who plays assistant Amy Pond - is a new entry at 42, while Time Lord Matt Smith's real-life girlfriend Daisy Lowe is at 29.
Jennifer Aniston has disappeared from the list after having been a fixture since 1996 and page three girl Keeley Hazell also slipped out, along with Lily Allen, Charlotte Church and Sienna Miller.
FHM's Stuart Hood said: "Queen Cheryl is dead and succeeding her on the throne is a British sensation who is no stranger to stepping into the high heels of the world's most attractive women.
"In the last 12 months, actress and model Rosie Huntington-Whiteley has replaced Kelly Brook in Jason Statham's heart and replaced Megan Fox in Transformers, and now she's replaced Wor Chezza as the planet's most lusted after female."
The full list is contained in a supplement with the June edition of FHM on sale. The top 10 is:
1. Rosie Huntington-Whiteley
2. Katy Perry
3. Rihanna
4. Megan Fox
5. Olivia Wilde
6. Brooklyn Decker
7. Marisa Miller
8. Kelly Brook
9. Nicole Scherzinger
10. Irina Shayk
