'Total Recall' The New 3 Boob'd Chick ... REVEALED!

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She's once ... twice ... three times a lady.

The producers of the new "Total Recall" remake finally debuted the brand new 3-boob'd hooker ... played by Kaitlyn Leeb ... and it's hot. hot. hot.

Leeb sported her costume at Comic-Con in San Diego this weekend ... revealing the iconic double cleavage made famous in the original Arnold Schwarzenegger version ... which was originally released back in 1990.

Colin Farrell stars in the remake ... but we're guessing Arnold would approve.

Fred Willard Arrested for Lewd Conduct

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Fred Willard was arrested for lewd conduct last night in Hollywood when police allegedly caught him with his pants down in an adult movie theater ... TMZ has learned.

According to law enforcement sources, LAPD undercover vice officers went into the Tiki Theater in Hollywood and found the 78-year-old "Anchorman" star watching last night's feature ... with his penis exposed and in his hand.

We're told Willard was arrested around 8:45PM and booked for lewd conduct.

It was a quick release -- we're told he was out of police custody a short while later.

As for which movie Fred was watching -- there are 3 flicks in rotation at the theater ... "Follow Me 2," a XXX parody of "The Client List," and "Step Dad No. 2."

Willard is best known for his memorable roles in "Best in Show", "For Your Consideration", "American Wedding" and "Everybody Loves Raymond."

According to IMDB, Fred is "rumored" to be in pre-production for a movie entitled ... "The Yank."

It's a comedy.

8:47 AM PT -- We're starting to get comments from people who say Fred is 72 and not 78 ... but official records show that he was born on September 18, 1933 ... NOT 1939.

7:06 AM PT
-- Law enforcement sources tell TMZ ... the LAPD vice officers were not conducting a raid ... but rather a "random walk-through" of the premises.

We're told ... when theaters like this get their license, they have to allow cops in whenever they want ... to inspect.

In fact, the theater has a sign posted in the front which warns customers that the theater is "viewed by LAPD."

The theater also warns, "No Alcohol, No Weapons, No smoking inside" ... and no pets.

The signs do not warn about flogging the dolphin.

Ultimate Warrior Accused of $28k Wrestling Panty Raid [UPDATE]

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7/19 -- Warrior's rep released a statement saying, "Mr Elias's allegations of criminal fraud are completely unfounded, ill-advised and unfortunate. This is a purely civil matter that is in the process of being resolved by our attorney."

The Ultimate Warrior has been named in a police report ... accused of bilking a collector out of $28k and a ton of wrestling merchandise, including ring-worn wrestling trunks ... TMZ has learned.

The report was filed with the Sante Fe County Sheriff's Department in New Mexico by a sports memorabilia dealer named Christopher Elias.

Elias claims he struck a $28k deal with Warrior, in which the wrestling legend agreed to send Elias a bunch of classic merchandise from his personal collection. Warrior was also supposed to sign twenty wrestling belts and ten Wrestlemania posters that Elias owned.

Elias says he paid Warrior nearly $30k for the gear and the autographs ... but claims the wrestler went MIA and never sent Elias any of the promised merchandise.

So, Elias filed the fraud report asking the Santa Fe Sheriff to bring criminal charges against Warrior. He also vows to sue the wrestling great if he doesn't get back his money and memorabilia ASAP.

We reached out to Warrior's rep for comment -- so far, no word back.

Mel Gibson I Don't Hate Fruits ... I Juggle Them!

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Mel Gibson proved he's more than just an angry dude who yells at people a lot -- he's also an avid FRUIT JUGGLER, and TMZ has the fruity footage.

The impromptu circus act went down outside of a bar in Austin, Texas last Thursday ... Mel showed off (for a pretty lady of course) his awesome juggling skills ... and we gotta admit, he's not too shabby.

Mel lays down two separate acts for the ladies, first he juggles 3 oranges ... then he gets serious and switches it up by only using one hand (but has fewer oranges).

Amazing. (Ya know, if you find juggling fruit impressive).

'Team America' The XXX Puppetmaster EXPOSED

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He's the unsung hero who helped "Team America: World Police" save the motherf**king day back in 2004 ... in fact, he pulled the strings ... and now the lead puppeteer tells TMZ a sequel isn't out of the question.

TMZ spoke with Scott Land -- who controlled everyone from Kim Jong-il to Spottswoode ... he also had a major hand in the legendary puppet sex scene.

Land was dishing some cool stories from the set when we ran into him outside Bootsy Bellows nightclub this weekend ... but it's clear, dude has moved on to even more perverted puppets (including one with a propensity for public nudity).

America, f**k yeah.

Kal Penn My Flight was Grounded Over Crapper Emergency

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Kal Penn had a mid-air bathroom emergency during an American Airlines flight earlier today ... as in, the toilets BROKE at 10,000 feet ... and the pilot decided to ground the plane ASAP.

The "Harold & Kumar" actor was aboard a flight from LAX to Dallas when something went wrong with the plumbing ... so the captain decided to make an unscheduled landing in Albuquerque to avoid a potentially putrid situation on-board.

Once they touched down in New Mexico, Kal tweeted from the runway ... "toilet overflowed." He added, "My 1st emergency landing cuz of poop. Kinda funny kinda not."

A rep for AA explained, "The lavatories were inoperable, so we landed in Albuquerque briefly to service them, for the convenience of our customers. We apologized to our passengers for the inconvenience."

The moral of the story -- s*** happens.

Octomom First Date Minus the Brood (But Plus a Photographer)

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It's not easy to arrange a date with your boyfriend when you have 14 children ... but Octomom finally pulled it off this week and enjoyed her first real excursion with her new man.

As TMZ first reported, Octo and Frankie G (a 23-year-old bodybuilder) have been dating for the past two months.

But the pair had not been able to partake in an outing on their own until this week, when Frankie surprised Octo by getting a friend to watch the kids so he could take her to Will Rogers Beach in Santa Monica.

The two worked out together on the beach as Frankie has been training her to get Octo in shape for her upcoming strip club appearance at The Playhouse in Hollywood, FL on July 13.

Training your girlfriend for her strip show ... does it get more romantic?

'Ted' Instant Sex Symbol in Plushie Community

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One of the stars of the movie "Ted" is quickly emerging as a sex symbol ... but it ain't Mark Wahlberg ... it's the stuffed animal.

Turns out, Ted has become a breakout star in the Plushie community ... a group of people with a fetish for stuffed animals and things of the furry sort.

In fact, "Ted" creator Seth MacFarlane has already been contacted by a XXX website that's popular with Plushies, Clips4Sale.com, in the hopes they can acquire the rights to use Ted's image and make him the site's new mascot.

The site fired off a letter to Seth saying, "Not since Alf has there been this kind of excitement over a stuffed animal."

The letter continues, "We are very serious and would like to engage in talks with you at your earliest convenience."

We called Seth for comment -- so far, no word back.

Robert Pattinson SHUT OUT of Justin Bieber and Katy Perry's Party Bus

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Twilight, shmilight -- Robert Pattinson was fully dissed last night when he couldn't catch a ride with Katy Perry, Justin Bieber and Selena Gomez.

The unbelievable scene went down last night at Chateau Marmont ... where Biebs, Selena, Robert and Katy were all hanging after Katy's movie premiere.

When the posse made its exit, Bieber, Katy and Selena all piled into a limousine bus -- surrounded by heavy security.

Unfortunately for Pattinson -- who was hangin' with "Raising Hope" star Shannon Woodward -- the bodyguards left them out in the cold.

Unreal.

Check out the vid to see if Rob eventually got on the bus.

*NSYNC Star Sodomy Twist at Karaoke Night

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Might sound crazy, but it ain't no lie ... one of the guys from *NSYNC changed the lyrics from "Bye Bye Bye" to include a line about anal sex ... and no, it wasn't Lance Bass.

It all went down Monday night at O'Shucks Karaoke Bar in Orlando, FL ... when Chris Kirkpatrick (the one who had the dreads) took the stage and busted out the N'SYNC classic with one of his buddies.

But when it came time to bust out the chorus ... Chris raised his middle finger to the crowd and joked, "But it ain't no lie ... baby f**k her ass."

The crowd laughed and continued to booze as Chris proceeded to rock out the rest of the song.

It's no "D**k in a Box"... but it's a start.

Kardashian Family DEAD WOMEN WALKING We're Buying Our Graves!!!

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It's the Kardashian family's creepiest shopping spree ever -- Kim and co. hit up a famous cemetery in Hollywood yesterday ... to purchase space for their DEAD BODIES.

Sources close to the Kardashian klan tell us, Kim, Khloe, Kourtney, Rob, Bruce and Kris all stopped by the Hollywood Forever cemetery to buy a family plot. We're told they haven't picked out the exact place yet, but scoped out several locations ... including a giant mausoleum.

Right now, we're told the major logistical concern is size -- Kim and her sisters aren't sure how many kids they'll have ... but they want plenty of room for all. Like we said -- creepy.

FYI -- Kim's dad Robert Kardashian is buried in another cemetery.

Dead serious.

Joey from 'Full House' Mr. Woodchuck's Face Was MAULED in Dog Attack

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Mr. Woodchuck -- Uncle Joey's faithful puppet on "Full House" -- was gruesomely disfigured in a freak accident 17 years ago ... and now, Mr. Woodchuck is finally showing his face ... or what's left of it.

Dave Coulier -- who played Uncle Joey on the show -- dug up the old puppet from storage for a "Funny or Die" sketch, joking that Comet (the Tanner family dog) chewed up Mr. Woodchuck's foam face.

But Comet's just a scapegoat -- in reality, Mr. Woodchuck was the victim of Coulier's own dog who got a hold of the puppet soon after the show wrapped for good in 1995.

We're told Coulier's new video is scheduled to debut in the near future -- with a bonus cameo by everyone's favorite annoying neighbor ... Kimmy Gibbler.

Here's hoping she keeps her shoes on.

Aubrey O'Day I Have Serious Mental Health Issues

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Aubrey O'Day is a certified headcase ... so says one of her doctors, who issued the reality star an official medical document which allows her to bring her dogs on to an airplane.

A rep for Virgin America airlines tells TMZ ... the "Celebrity Apprentice" star was cleared to bring her 2 pets into the 1st class section of a flight this week ... because they are registered as "Emotional Support Animals."

So how does one get emotional support animal clearance? Ya gotta have a doctor write a letter ... stating you have mental issues.

According to the Virgin America website, the airline requires the passenger to produce a letter from a licensed mental health professional which substantiates the guest's disability-related need for the animal to accompany them in the aircraft cabin.

V.A. claims the letter must state that the passenger "has a mental health-related disability" ... and that having the animal accompany the passenger is necessary for his or her mental health.

The nature of O'Day's mental health issue is unclear. We called the starlet for comment.

O'Day tweeted pics of the dogs enjoying themselves on the flight to San Francisco ... and the V.A. rep tells us she was "incredibly sweet and polite" ... and nothing short of a "great guest."

So far, no word back.

Paris Hilton I'm a DJ Now!

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She's been a sex tape star ... a singer ... a designer ... a TV star ... and now Paris Hilton is a frickin' DJ.

Paris hit the wheels of steel during a concert in Brazil ... and debuted a new song she's been working on with DJ AfroJack ... one of the best DJs on the planet.

But before she played the song, she sucked right up to the crowd ... telling them "I've partied all around the world ... to the best parties ... but I've never seen anyone party like you guys do in Brazil."

Hilton also said she and AfroJack are releasing an album soon.

Not everyone's a fan of DJ Paris ... after Deadmau5 caught wind, he posted a tweet saying, "It's over."

He later added, "To be fair... the mayans saw this sh*t coming."

Channing Tatum Screws Up YMCA Dance In New Stripper Footage

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Hold on tight ... new half-naked footage of Channing Tatum has surfaced from his man-stripper past -- but it's not the panty-melting experience you were hoping for ... guy completely BOTCHED the easiest choreography ever ... the YMCA dance.

The video was shot during the actor's brief stint as a male stripper in the late 90's -- and clearly ... he still had a lot to learn in the ways of Magic Mike.

Check out the footage -- Tatum also does some weird tribal thing at the end ... if you're into that sort of thing ... this is a judgment-free zone.

Animal Org. to Cee Lo Don't Whip Out Your Cockatoo on 'The Voice'

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Cee Lo is taking some serious heat over plans to rock out with his cockatoo out on the upcoming season of "The Voice" ... over concerns that stress from the show could cause the bird to self-mutilate.

The controversy stems from Cee Lo's recent announcement that he'll be replacing the pet cat who accompanied him during Season 1 with a Moluccan cockatoo named Lady.

But the move is causing some concern among bird activists -- because Moluccan cockatoos are endangered ... and are known to be extremely TERRIBLE pets.

TMZ spoke with Monica Engrebretson -- a rep for the animal rights org. Born Free USA ... who also happens to be an expert in all things related to the Moluccan cockatoo. She's also a HUGE Cee Lo fan.

Monica tells us ... "Moluccan cockatoos are beautiful, intelligent animals but they are very challenging to care for especially in the long term, and are prone to considerable welfare problems."