Heidi Klum's costume was truly out of this world as a gory alien.
While attending Paris Hilton's festivities the week before Halloween, it seemed the model took inspiration from the "fireworks" that new hubby Tom Kaulitz makes her feel.
The supermodel transformed into everyone's favorite green princess, Fiona, from Shrek.
The America's Got Talent judge had a hair-raising good time dressed up as the werewolf from Michael Jackson's "Thriller" music video.
Instead of transforming into someone else, Klum opted to clone herself five times with the help of prosthetics and some fabulous wigs.
Heidi who? This year, the former Project Runway host answered only to Jessica Rabbit.
"They said, 'Are you really in there Mama?'" Klum told E! News, talking about her children's reaction to her metamorphosis into a butterfly.
As for her kids' reactions to this elderly get-up, Klum told E! News, "The one time that I [looked] like me but older, they were scared."
Heidi gave Elizabeth Taylor a run for her money in this chic Cleopatra costume.
Klum's seen here with ex-husband Seal at a time when they were presumably quite a bit more bananas about one another.
The former Victoria's Secret Angel looked like she hopped right out of an anatomy text book. Fun fact: This year, Klum held two parties. This costume debuted on Oct. 29 in Las Vegas.
Klum is tall, but not that tall. She's actually wearing stilts to make this robot monstrosity more menacing.
Little known fact about crows: a group of them is called a murder. Perhaps that's why the model chose the bird for her haunting costume.
No, this isn't the Genie from Aladdin. It's actually the Hindu goddess of death and time, Kali.
Klum's ferocious feline doesn't hold a creepy candle to the CGI in Cats.
She's the apple of our eye in this costume inspired by the biblical tale of Eve and the forbidden fruit.
Eat your heart out. Literally!
Not all witches wear black, you know? In fact, this witch had a lacy costume that included a fake skeleton.
Gladiator goddess or sci-fi dream? Either way, this vivacious look goes down as one of her best.
For dressing as a cartoon figure, Klum makes a striking match for Betty Boop.
In her second year hosting, Klum went full Lady Godiva—horse and all!
Ah, simpler times. Klum's come a long way since this dominatrix look from her very first party!