Happy birthday, Heidi Klum!
The model turned 40 on Saturday and had a celebration lunch at the swanky Bel-Air Hotel in Los Angeles.
Klum's close friends joined in on the fun, including expectant mother Fergie, who looked fabulous in a multicolored dress and white blazer.
The soon-to-be mama rocked matching strappy heels for the occasion, proving that her baby bump hasn't gotten in the way of her sexy fashion choices.
Birthday girl Klum donned a Mad Hatter-meets-rock star ensemble for the soirée. Her three-tiered top hat garnered major attention as she strolled into the hotel with boyfriend Martin Kristen on her arm.
Lookin' good, ladies!