Nicole Scherzinger put her cleavage on full display last night on Conan -- and Conan, well, he couldn't help but take a not-so-subtle peek!
Wearing an extremely right, black and white animal print dress, the "X Factor" judge had the girls out as the was interviewed by a clearly distracted Conan on Monday.
At one point, after catching him staring, she stopped the interview and completely called him out on it -- telling him "Focus, Conan."
The talk show host wasn't having it though, hilariously shouting back "I'm sorry! Let's be real here for a second...you didn't think I was going to look down there?!"
Later in the interview, Nicole surprised O'Brien again with a spot-on impression of Britney Spears singing "Baby, One More Time."
Watch both moments above!
