It's hard to outshine Blake Lively, but last night at the 12-12-12 Hurricane Sandy Benefit Concert, we think Katie Holmes may have pulled it off!
While the "Gossip Girl" star looked great (as usual) in a studded, red leather Isabel Marant dress, Katie looked gorgeous.
Though her sheer, blue velvet dress isn't exactly our favorite frock, Holmes showed her sexy side by flaunting some cleavage at the event ... and her hair and makeup were better than we've ever seen on her.
The show, which featured performances from Bon Jovi, Bruce Springsteen, Paul McCartney with Nirvana, Alicia Keys, The Who, The Rolling Stones and more, reportedly raised $35 million in ticket sales alone.
The amount raised from pledges hasn't been officially released yet ... but it's safe to assume the numbers will be as impressive as that lineup.
Check out more photos from the star-studded event above.