Naked Katie Holmes one of GQ’s sexiest women of the millennium

The lovely and talented Katie Holmes

In her ten years on the scene, Katie has gone from tomboy to Tom's ex.

The millennium isn’t ending any time soon, but GQ has already picked their “100 Sexiest Women of the Millennium,” and a much younger, very naked Katie Holmes made the cut.

Tom Cruise’s ex was number three on the list for a scene she shot way back when she was still playing Joey Potter on “Dawson’s Creek.” Holmes took a role in the mystery movie “The Gift” and went topless in the film.

“She has the same Joey Potter tics: head tilts, shoulder shrugs up, lips chew down into a lopsided grin. But then she takes off her top…” the GQ list explains.

Others on the list include, of course, Britney Spears, Meghan Fox, Halle Berry and Beyonce.

Some less predictable ladies also made the cut, including Jenna Bush, Paula Broadwell and Amanda Knox.

GQ also recognized some trends of recent years on the list, such as the pixie haircut and naked celebrity self-portrait.

“Nothing has made the modern actress more accessible—more real—than the leaked sext.”

Newcomers Jennifer Lawrence and Kate Upton were also named.

The list calls Upton “Miss 2012,” adding “You're looking at a poster of the American male fantasy, circa last year.”

Click here to see the slideshow on GQ