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GIRL POWER has just taken on a whole new meaning -- former Scary Spice Mel B stripped down to a bikini this weekend in Australia with a bunch of her lady friends ... and things got real frisky, real fast.

38-year-old Mel B and her gal pals sunned themselves on a yacht in Sydney Harbor Sunday. Mel's film producer husband Stephen Belafonte was there too, but her BFFs were the ones getting all the action.

"If you wanna be my lover ... you gotta get with my friends."

Bruce Jenner is NOT changing his identity ... he's just going through a mid-life crisis and is addicted to plastic surgery -- this according to sources close to the Kardashian family and Jenner sons.

Family sources say the klan does not buy what increasingly looks like gender reassignment. They say Bruce is changing his look because of his "Michael Jackson-like obsession with plastic surgery."

They say he is struggling to re-gain his youth. They point to the fact that he's moved to Malibu, grown his hair long and had a ponytail for a long time, drives a Harley, and has changed his nose and neck.

We're told the family has actually counseled him against all the surgery, saying he was a good looking man to begin with, but he wouldn't listen.

They also echo the story TMZ posted Tuesday -- that Bruce is "super manly," the family saying, "He loves sports, helicopters and cars."

It's interesting ... because we also know that when Bruce golfs at the Sherwood Country Club he constantly talks about the '76 Olympics where he won gold. It's also when he was young and great looking, which kind of supports the family's position.

Jennifer Lopez's ass went all "Fatal Attraction" in a tiny pair of tropical shorts ... shouting to the world: "I'm not gonna be ignored."

The 44-year-old mother of two flaunted her endless legs and famous cheeks while filming a music video with Pitbull and Brazilian singer Claudia Leitte in Ft. Lauderdale for the song "We Are One."

Or, in this case ... two.

Bruce Jenner was out and about Monday near L.A. ... with a new, shaved Adam's Apple and a very popular woman's hair style.

Check out the pic ... Bruce got himself an ombre hair coloring where the color reverses the norm. It becomes lighter toward the ends. In other words, it goes from dark at the root to light at the end. It matches Khloe and Kylie's hairdos.

As for the Adam's Apple -- it looks pretty clean ... and smooth.

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.

The 46-year-old actor has been outspoken about the shooting, and his campaign marches on ... Fox will be speaking at a remembrance dinner tonight -- just days after what would have been Martin's 19th birthday.

We're guessing he's happy the Zimmerman fight was 86'd.

Heidi Klum basked in a make-shift banana hammock as she watched her son's soccer practice.

The "America's Got Talent" judge made it typically difficult for soccer dads to focus on the Brentwood, CA field.

Dylan Farrow has fired back at Woody Allen, scoffing at his treatise of innocence and insisting he sexually violated her when she was a kid.

Dylan is clearly incredulous over Allen's claim the sexual molestation allegations were triggered by Mia Farrow's bitterness over his relationship with Soon-Yi.

Dylan told the Hollywood Reporter, "For 20 years, I have never wavered in describing what he did to me. I will carry the memories of surviving these experiences for the rest of my life."

As for Allen's claim he passed a lie detector, Dylan fires back, "In fact he refused to take the test administered by the state police -- he hired someone to administer his own test."

She also notes testimony in the Woody/Mia custody war in 1992 from babysitters who claimed to have witnessed inappropriate sexual behavior by Allen toward her.

As for Woody's claims that shrinks felt it was all made up, she reminds everyone the prosecutor felt there was probable cause to prosecute, but decided against it because Dylan was too fragile.

NBC is already distancing themselves from Jay Leno ... by erasing his name off the side of the building where he shot "The Tonight Show."

The Peacock network sent a team of painters armed with rollers and a forklift to white-out Jay's billboard -- just ONE FRICKIN' DAY after he signed off for good.

Here's what's interesting ... Jimmy Fallon's moving the show to NYC, so the net's not really under a deadline to change the signage before Jimmy takes over the reigns. Guess they just wanted to let Jay know that this "goodbye" is permanent.

The woman who claims Woody Allen molested her when she was 7 years old surfaced Thursday in Florida.

Dylan Farrow -- Allen's adopted daughter -- was photographed as she left a Starbucks. Dylan, a writer, lives with her husband in Florida.

The 28-year-old claims Allen took her up to the attic and performed a variety of sexual acts on her -- including sticking his head in her naked crotch. Allen vehemently denies the allegations.

Eva Mendes has had a bad week ... first rumors she's split from the best looking guy on the planet, and now she gets stopped for talking on her cell phone ... and the most humiliating part -- by a bike cop.

Eva was tooling around L.A. -- we're guessing talking to someone about Ryan Gosling -- when a bike cop spotted her and wrote her up.

Eva's the latest victim of L.A. traffic snarl. You just can't get away anymore.

The good news ... she apparently talked her way out of the ticket, because cops tell us they have no record of a citation.

Quinton Aaron from "The Blind Side" got in trouble last night with police, but he tells us it's simply a case of cops being "dicks."

Quinton was pulled over on Sunset Blvd. in West Hollywood and cops impounded the SUV because the registration had expired.

So Quinton was stuck in the rain and ended up calling an Uber to hitch a ride home.

The actor is bitter, telling us he HAD paid the registration but got lazy and didn't have the vehicle smog checked. He says he tried explaining it to the deputies but, he says, "They were dicks and wouldn't listen."

FUN FACT FOR QUINTON: Your car is not registered until you complete a smog check. That's why you have expired tags.

Philip Seymour Hoffman's funeral has just begun -- and the church is jam-packed with the late actor's famous friends ... including Cate Blanchett, Spike Lee, Louis C.K., Ethan Hawke, and Ellen Burstyn.

The private funeral service for family and friends is now underway at the Church of St. Ignatius Loyola in NYC -- the same church where Jackie Kennedy Onassis and Aaliyah's funerals were held.

All told, roughly 400 people were expected to attend the ceremony.

As we reported, 46-year-old Hoffman was found dead Sunday from an apparent heroin overdose. He is survived by his longtime partner Mimi O'Donnell and 3 young children.

A larger memorial service is in the works for later this month.

Leonardo DiCaprio's penis now stands proudly next to Will Smith and Bradley Cooper's junk -- because a serial prankster made like a lingerie model and buried his face in Leo's crotch last night.

DiCaprio was arriving at the Santa Barbara Int'l. Film Festival when Ukrainian jokester Vitalii Sediuk ran up, dropped to his knees ... and nuzzled his face against DiCaprio's dong for several seconds.

Leo was stunned, but still managed a smile. He's a pro.

Sediuk is a "journalist" who pulled the same crotch stunt with Bradley last month ... and got slapped by Will when he tried to kiss him at a movie premiere.

Security removed Sediuk from Leo's magic stick, but he was not arrested.

Iron Maiden just got taken to the cleaners by Mandy Moore ... to be neatly sanitized, steamed and pressed.

Apparently big celebs don't toss their dirty, old rock n' roll t-shirts into a washing machine like the rest of us ... because Mandy took her classic Iron Maiden t-shirt to a dry cleaners -- where it was freshly cleaned, ironed and sheathed in plastic.

That just ain't right.

Joaquin Phoenix and Michelle Williams -- both of whom lost loved ones to ODs -- paid their respects Wednesday to Mimi O'Donnell -- the longtime partner of Philip Seymour Hoffman.

Phoenix -- who's brother River Phoenix died from a mixture of heroin and cocaine in 1993 -- paid a visit to O'Donnell's NYC apartment, accompanied by GF Allie Teilz.

Joaquin co-starred with Hoffman two years ago in "The Master."

Williams showed up a short time later. She co-starred with PSH in "Synecdoche, New York" in 2008 ... the same year her ex-partner -- Heath Ledger -- was found dead in his apartment from an accidental overdose of Rx meds.

O'Donnell's been receiving a number of well-wishers ... including Cate Blanchett and Jennifer Aniston's fiance, Justin Theroux.