Credit: Allure

Just the other day, we saw Katie Holmes in a topless — but still tasteful — ad for IRIS jewelry. Now she's flashing skin on the beachy cover of Allure. We are clearly witnessing the 34-year-old star's new sexy phase — and we approve!

In her interview, the mom to 6-year-old Suri talked about someday expanding her family. "I don't know. I'm open to it." She said Suri picks out her own clothes and has "a great eye." So Joan Rivers has a Fashion Police replacement all lined up.

Katie also shared some good advice from her mother: "She said, 'You may be pretty, and you may be talented, but nobody will remember that if you're mean.'"

Wise words — for all of us, but especially for someone in Katie's position. The acting and fashion industries are notoriously harsh, and some celebs get comfortable at the top and start getting Miranda Priestly/Regina George on the people around them. But Katie is always the picture of class and poise, even during the fame crunch after her split from Tom Cruise. She just needs to eventually find the right guy to help her give Suri some siblings. She and Michelle Williams are in similar positions — maybe they should be co-Bachelorettes! 

Sources: Zap2it, Gossip Cop