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Heidi Klum, Martin Kristen

Pablo/FAMEFLYNET PICTURES

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.

Fergie

AKM-GSI

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!