Move over, Kate Upton!
The sexy women of Victoria's Secret all flocked to Miami this week for a new, half-naked shoot -- where Candice Swanepoel, Behati Prinsloo and Doutzen Kroes posed in the company's hottest new lingerie.
"Transformers" director Michael Bay was in charge of the shoot, which was actually held at Alex Rodriguez's home.
Though he was clearly fine with the ladies being there, A-Rod wasn't around to watch all the action go down. He's in NYC right now with girlfriend Torrie Wilson.
We have a feeling Torrie's O.K. that they missed out on this one!
Check out the hot shots above.