Sean Penn & Charlize Heavy Petting

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Sean Penn isn't afraid of a little PDA -- full on grabbing Charlize Theron's ass at a children's petting zoo this weekend ... and kissing her neck like it was the last neck on earth.

Sean and Charlize took the actress's 2-year-old son Jackson to Underwood Family Farms in Moorpark on Sunday -- a pretty couple-y move -- and the baby animals weren't the only ones getting some love.

53-year-old Sean and 38-year-old Charlize have been seeing each other for a couple months now ... after Sean split from ex-wife Robin Wright ... BUT WILL IT LAST???

Kate Upton I'd Be Stupid to Turn Down Marriage Proposal ... From a Dragon

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Kate Upton's sending a message to her baseball star boyfriend -- get on your game or your gonna lose me ... to a guy who dresses up as a dragon for a living!

We got Kate BOUNCING (if you know what we mean) through LAX ... on her way back from Orlando, FL -- where, If you missed it, she got a marriage proposal from the Orlando Magic mascot over the weekend.

Thing is ... Stuff the dragon kinda snaked Kate's bf, Detroit Tigers ace Justin Verlander -- waiting until he walked away from their seats to pop the question..

Watch the vid (especially if you're Verlander) ... Kate says the proposal was a "huge honor" -- and definitely did NOT say she's turning down the dude who plays dress up.

Justin Bieber Parties in Atlanta Hey Diddy, Check Out My Pecs!

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Justin Bieber was the belle of the ball Wednesday night as he revealed his boyish body -- to the amusement of a dozen big-time rappers at Diddy's Atlanta blowout.

Bieber's new GF, Chantel Jeffries, was in tow at Vanquish nightclub as he went around the room, mugging with Diddy, T.I., Jermaine Dupri, Wale, Rick Ross, Lil Scrappy and Trinidad James.

Bieber was a minority of one as he lost his shirt in the crowd but not his bling. And, even though there were lots of bottles poppin' ... Bieber stuck to bottled water the entire night.

As for weed ... well, we'll take a wild guess.

Eddie Murphy's Daughters Stripped Down In Mom & Future Stepdad's Bedroom

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Eddie Murphy's hot young daughters have some 'splainin' to do ... because TMZ has learned they hijacked their mom and her fiancé Michael Strahan's boudoir for their recent sexy lingerie shoot.

Photographer Dimitri Ray -- who snapped the pics last Thursday -- tells us, the girls chose the master bed inside Nicole Murphy and Strahan's giant Bev Hills mansion as the shoot location ... presumably because it's big and fluffy and ... who the hell knows.

We're told the girls didn't consult with mom and Michael -- who, we're guessing, would have chosen a different location than the spot where they have sex.

FYI, Eddie and Nicole split in 2006. Nicole and Michael got engaged in 2009.

We're told it was 19-year-old Shayne's first attempt at modeling (not bad) but it's old hat for 24-year-old Bria. The photog says the girls wanted to use the shots to pitch themselves to Victoria's Secret.

Good luck with that.

Eddie Murphy's Daughters BOOTIES OUT We're Lingerie Models Now

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No wonder Eddie Murphy played the donkey in "Shrek" ... his daughters got ASS.

19-year-old Shayne and 24-year-old Bria -- Eddie's children with ex-wife Nicole Murphy -- recently posed for some lingerie modeling shots and wow ... just wow. They grew up fast.

Bria and Shayne have been aspiring models for a while, for obvious reasons, but this is the first time we've ever seen them like this. No complaints whatsoever.

It's a really tough call ... but we still gotta ask ...

U.S. Olympic Skiier Julia Mancuso Check Out My Hot Butt Crack

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Here's Team USA downhill skier Julia Mancuso trying to get America hooked on crack ... and it's working.

The 29-year-old Olympian -- who chalked up a gold medal at the 2006 Olympics in Turin -- threw on one of the lowest plunging catsuits ever for a sexy photo shoot for February edition of GQ.

Mancuso is considered America's best hope for Olympic gold in the speed events -- and she doesn't lack confidence. In fact, she brags on her Twitter page, "I ski better than you."

Hope she's right ...

GO USA!!!

Justin Bieber Double-Teamed Stripper REVEALED Hot, Blonde, and YOUNG

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BEHOOOOLD ... the hot blonde stripper Justin Bieber recently used as a chew toy ... in all her fake-breasted glory ... and contrary to reports, she's definitely NOT old enough to be his mom.

Sources close to the dancer tell TMZ, 26-year-old Karolina began working as a stripper in Vegas very recently after moving from Chicago -- and when Bieber quietly visited Sin City back in January (before his DUI arrest) he handpicked the bunny-tatted dancer to come back to his hotel room.

We were initially told by the owner of the photo that the pic was snapped inside an L.A. recording studio, but turns out it was actually taken inside Bieber's Vegas penthouse.

Sources tell us, Bieber and his entourage hand-picked Karolina and two other dancers to come back to the hotel room for private dances ... and Bieber paid them THOUSANDS each in cash.

As soon as they arrived to the room, we're told the girls' phones were confiscated and they were each required to sign one of Bieber's famous confidentiality agreements, barring them from talking about what transpired that night.

Our sources wouldn't say how far things went between Bieber and the girls -- but we're told Karolina voluntarily posed for the boob photo.

As for people saying she looked old enough to be Bieber's mom ... we're told Karolina is NOT too happy about it. Babysitter is more accurate.

Kelly Brook & BF Boobs vs. Muscles ... In BIG Staring Contest

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British model/actress Kelly Brook used to be known for her giant ... role in "Pirahna 3D". Oh, and her giant boobs too. Now add her ex-soldier BF to the list of reasons you love/hate her.

EYES FORWARD! Quit staring ... at her boobs his muscles.

Terrell Suggs Hardcore Model Flirting Is My Other Job

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Terrell Suggs found out keeping eye contact with a smoking hot Sports Illustrated swimsuit model is way tougher than winning a Super Bowl -- even with a theater full of people watching.

It all went down during an S.I. award show celebrating 50 years of hot chicks ... when the Baltimore Ravens stud DE was presenting an award with Jessica Gomes.

To be fair ... T-Sizzle performed the full body eye exam as part of a corny, scripted award show joke -- but watch the clip ... he clearly enjoyed the view. Or he's a really good actor.

Tough job.

'Piranha 3D' Star My BF Could Beat Up Your BF

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British model Kelly Brook -- who was eaten by killer fish in "Piranha 3D" -- dared to go back in the water in South Beach this week ... along with her wrecking machine of a boyfriend.

The jacked dude on Kelly's arm is David McIntosh -- a model/actor ... who formerly served in the British military as a Royal Marines Commando.

In fact, David says before he got into professional posing ... he served in Iraq, Afghanistan, Somalia and Northern Ireland.

Impressive body of work.

Beyoncé Boobin' Out After Super Bowl

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Call her Bouncé ... because Queen B advertised more breast last night than Popeyes.

Beyoncé was showing off the girls at Hennessy's Super Bowl afterparty in NYC, wearing a v-neck t-shirt that was so deep it was poetic. She and the twins got their groove on while Nas and Kelly Rowland performed on stage.

Proud husband Jay Z was there too ... but we all know what the real attraction was.

Beyonce's boobs: easily the most exciting thing that happened in New York last night.

WWE Diva Nikki Bella I'm Getting in the Real Estate Biz

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WWE Diva Nikki Bella is about to become the hottest real estate agent ever ... but don't worry wrestling fans, she's not quitting her day job.

Nikki's been taking prep classes at a San Diego real estate school to get prepared for the licensing exam -- and her classmates say she was super down to earth.

We're told Nikki has no intention of leaving wrestling anytime soon ... she's just trying to make some extra dough on the side during breaks.

Everyday she's hustlin'.

Kate Upton Debuts New Super Bowl Dance So Let's Fight About It

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We've never seen Kate Upton do a dance we didn't instantly love -- but her attempt to pull off a Super Bowl TD celebration actually sparked a debate.

Love it or hate it ... we all agree it's fun to watch her try it.

Helen Mirren Best Geriatric Twerk Ever!

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She's late to the game, but Dame Helen Mirren risked her 68-year-old hip to do some twerking ... and the video is pretty awesome.

Helen was at Harvard to receive the Hasty Pudding Club's Woman of the Year Award yesterday ... when they dared her to go where Miley Cyrus, Nicki Minaj, and thousands of other women more than half her age have gone.

Helen refuses at first, but eventually drops it kinda low.

Hey, it's definitely hotter than anything Madonna's done lately.

So, we gotta ask ...

Aaron Eckhart Working Hard On His Monster Body

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Aaron Eckhart pumped up his 45-year-old physique by lifting weights on the beach in Santa Monica yesterday, and showed off his rock hard ... abs.

The bulging actor sported some unfortunately clingy swim trunks during the workout session ... nearly overshadowing his scar free bod.

Aaron reportedly busted his ass in the gym for 6 months to get in fighting shape to play 200-year-old Adam in the new film "I, Frankenstein."

Nice build.

The Raiderettes Just Strip, Baby Cheerleaders Get Offer from Penthouse

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With a federal investigation underway into allegations the Oakland Raiders grossly underpaid their cheerleaders ... the Raiderettes are finally getting a shot at a fair income .... thanks to Penthouse.

TMZ Sports has learned ... the legendary nudie mag has reached out to the squad in the hopes of hiring some of the women for a "tasteful pictorial in the magazine."

As we previously reported, one of the Raiderettes has already filed a lawsuit against the team claiming she made less than $5-per-hour ... way less than the state mandated minimum wage. And the U.S. Dept. of Labor is investigating the team.

Sources connected to the situation tell us ... Penthouse is prepared to make a "significant offer" to the women if they're interested in showing a little skin. We're told the mag isn't pushing for full nudity.

In a letter sent to the team squad, Penthouse says ... "You can even wear your silver and black ... or not."

So far, unclear if any of the Raiderettes are game.