Tourists on the Santa Monica pier got more than they bargained for this afternoon -- when they were treated to a half-naked make-out session between sexy Maroon 5 frontman Adam Levine and his Victoria's Secret girlfriend Anne Vyalitsyna!

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The two, clad in only their underwear, got it on under the sheets on the pier while tourists and crew members looked on as part of a music video shoot.

This is Anne's second appearance in a Maroon 5 video -- she also was featured in the one for "Misery."

The couple has been dating since early last year, after they met at a Sports Illustrated party in Las Vegas.

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