ROSIE HUNTINGTON-WHITELEY STRIPS DOWN TO HER UNDERWEAR IN MAXIM

Victoria's Secret model Rosie Huntington-Whiteley strips down to her underwear in a sizzling photo shoot for Maxim magazine and ET has exclusive footage from behind the scenes!

The 24-year-old blond bombshell models lingerie in various styles and colors during her Maxim cover shoot. Rosie -- who tops Maxim's Hot 100 list -- exudes sex appeal and reveals what she thinks makes a woman sexy.

[Manners are] really important as a woman, that's something that is very sexy and takes you far," said Rosie, who also admits that one of her guilty pleasures is eating.

Watch the video for more of Rosie's revealing photo shoot and check her in the new Maxim -- out June 14 -- and on the big screen in 'Transformers: Dark of the Moon,' in theaters June 29.

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