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Get ready to see actresses Taraji P. Henson, Debra Messing, Maria Menounos, Leslie Bibb, and Morena Baccarin like you’ve never seen them before — completely nude! All five of these ladies posed completely nude for the May issue of Allure magazine, which features Heidi Klum topless on the cover (but covered up by her strategically-placed long hair).

“Person of Interest” actress Henson, 41, says she has little modesty. “My friends won’t be surprised by this shoot,” she tells Allure photographers. “Whenever we go to the beach, I’m like, ‘Is this a nude beach? Can I take my top off?'” So it’s only natural that when she’s at home in her New York City apartment — with no curtains on her floor-to-ceiling windows — Henson often walks around in the buff. “I know some idiot has a telescope, so I always wave,” she adds. “He’s going to be pissed when I move.”

For “Smash” actress Messing, who lies seductively on a messy bed, daring to bear it all at the age of 43 was a no-brainer. “Once you have a child, once you pass 40, you have a different relationship with your body,” she tells the magazine. “I love my body in a way I never have before,” especially “my shoulders, clavicle, and chest. I started out in dance — there’s something beautiful about a dancer’s upper body. I love strapless dresses.

“Dancing With the Stars” contestant Menounos is certainly no stranger to showing some skin. Before she was doing it for the ABC competition, the Extra host, 33, was donning skimpy bathing suits onstage as a teen beauty queen — but she wasn’t necessarily earning high scores from the judges. “I was hippy and I didn’t diet for contests,” she tells Allure, adding, “And it didn’t bother me.” Still, Menounos admits that the idea of getting pregnant and gaining weight scares her. “I have some serious issues here,” she admitted. “But I want to get over that.”

On the flip side, Bibb, doesn’t have any issues showing her body — but (no pun intended) not before getting it photo shoot-ready. The 37-year-old star of the new ABC comedy, “GCB,” went on a juice cleanse to rid herself of all the indulgence of her 2-week vacation just prior to posing. “It was an angry four days,” Bibb jokes. “Sam [Rockwell, her boyfriend] was like, ‘Thank God I’m not with you right now. You are not nice on the juice cleanse.'” In addition to the inside of her body, Bibb also polished her outside with a body scrub at the spa. “Everybody’s naked there, and I don’t mind. But I’m like a cat with a feather anytime I see a boob job. I can’t look away.”

Of all the ladies, only “Homeland” actress Baccarin, 32, has taken all her clothes off for a role, in a sex scene for the Showtime series, which is why she wanted to take a more subtle approach when it came to this photo shoot. “I didn’t want it to be an overload, like ‘That girl is always taking off her clothes,'” she says. “This is for the art of it. It’s beautiful.” But just because she’s comfortable nude, thanks to her liberal, laid-back family, don’t expect Baccarin to shun clothes in her day-to-day life. “I don’t do any naked activities except for the obvious ones. No cooking naked. That’s dangerous.”

Look for the magazine on newsstands next week.