Catherine Zeta-Jones Nude Allure's May Issue

Catherine Zeta-Jones in Fendi on Allure's May cover. Photo courtesy of Allure

Clothes? Who needs 'em?

Certainly not Catherine Zeta-Jones, who flashes her still-foxy-at-40 nude body in a photo shoot for Allure's May issue.

Though the raven-haired beauty smolders in a "nude" (as in the color) silk Fendi dress on the magazine's cover, it's her nude (as in butt-naked) image inside that will have people talking.

Lensman Michael Thompson tastefully captured Zeta-Jones in bed, rocking nothing more than her birthday suit.

"That's when your dancing days and being in theater pay off," the actress tells Allure of the racy shoot. "When you're doing a quick change, you don't give a sh*t who sees you."

Also on hand were makeup artist Dick Page and hairstylist Orlando Pita, who gave the stunner some seriously covetable bedhead. (No scrunchie here.)

The actress also opens up about husband Michael Douglas and her outlook on turning 40.

"I'm not the first actor to say that there is an in-between kind of time when you are too young really to have children who are going to college, and too old to be the ingenue," she says of her film career.

And Zeta-Jones isn't the only star dropping trou for the issue. Padma Lakshmi, Chelsea Handler, Kara DioGuardi and Eliza Dushku are just a few of the celebs also baring all for Allure.

Goodness. At this rate, we'll be lucky if our mailman hands this baby over.

For more images from the steamy photo shoot, visit and pick up the May issue, on newsstands April 20.

Meanwhile, check out Sarah Jessica Parker's May Vogue cover.