Eyes were on Jessica Stroup as she stripped down to a sexy bra and nearly exposed too much while filming scenes for Beverly Hills 90210.
The cast was filming scenes of an all-girl football game on a field in Manhattan Beach located just south of Los Angeles.
It was part of the special 100th episode which also guest stars Denise Richards.
What a tease: AnnaLynne showed off her toned tummy and legs on location for 90210 in Los Angeles on Wednesday
Upping the ante: But co-star Jessica Stroup stole the spotlight by stripping down to a sexy black bra
A girl's game: McCord clambers up a fence as they filmed a sequence which saw the girls play a game of American football while the boys watched
At first it seemed like AnnaLynne McCord, 25, had all the attention with her toned tummy and legs, but Jessica, also 25, stole the thunder with an impromptu striptease.
The redhead caused a stir when she took off her football jersey, revealing a black bra.
Jessica started pulling down on the bra and very nearly bared it all right in front of everyone.
All eyes were on Jessica, who also showed off her gymnastic skills doing a back bend.
Rivals: Denise Richards guest stars on the 100th episode of 90210, but doesn't appear to be having a good time filming scenes with sexy cast member AnnaLynne
Attentive: Denise and AnnaLynne look intrigued as they read over a scrap of paper
At another point, Jessica bent forward and showed off her perfect derriere.
AnnaLynne wasn't shy either and spent a lot of time clowning around with the male cheerleaders in short skirts.
AnnaLynne even allowed one of the guys to carry her over his shoulder.
The blonde star garnered a few laughs when she put on the mascot's top costume and started dancing around the field.
Fancy footwork: Denise practices some strange moves on the football field while a smiling AnnaLynne looks away
A game of ball: McCord slipped on a mascot head as she grappled with the ball before running around the pitch
AnnaLynne was a knockout in her cropped grey jersey and blue shorts which showed off her figure and left little to the imagination.
Denise had some stiff competition next to the much younger Jessica and AnnaLynne.
The 41-year-old actress clearly wasn't amused with the younger stars' antics and stayed focused on the scene at hand.
Denise, who 16 years older than AnnaLynne and Jessica, looked great too in a sleeveless blue and black dress that showed off her tan to perfection.
Leaping into action: Jessica looked the part in her tiny shorts and sports socks
Show off: The actress then set about doing some backwards stretches
Denise's luxurious hair was perfectly styled too.
The Wild Things star, however, looked a little uncomfortable standing next to her fresh-faced co-stars.
Denise was all business and little play during the shoot on Wednesday.
She often held a script in her hand and wore a serious expression, and even took time out in the star chair.
Suits you, sir: Matt Lanter and some fellow male co-stars slipped into cheerleader outfits as they watched the girls play
Good sports: Shenae Grimes and co-star Jessica Lowndes, behind, limber up for their turn on the pitch
Denise plays a wealthy, sexy socialite and West Beverly High grad named Gwen who runs an exclusive club that AnnaLynne's character wants to get into - that is, until she finds out the clientele is mean-spirited.
The elder actress has been on a competitive streak, Tweeting pictures of herself on the set and in the make-up chair.
Denise also showed off her fabulous figure in a series of provocative bikini pictures that were taken in and around the lavish pool and waterfall at her L.A. home.
But despite her obvious attempts to garner attention, Denise was no match for Jessica or the curvy AnnaLynne.
Team work: AnnaLynne and Jessica work up a sweat as they lark around with co-star Lanter
Getting lift: Matt makes light work of AnnaLynne as he lifts her up over his shoulders
Taking a breather: Denise sits pretty in her chair, avoiding the action on the pitch
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