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I don't wanna wait, for these girls to take their clothes off. All together now! The gorgeous Katie Holmes has been all over the Internet recently for her relationship with Jamie Foxx, and since there's never a bad time to see her boobs (and since Dawson's Creek co-starMichelle Williams has delivered some epic nudity), it seems like a great time to have a Dawson's Cheek off!

Aside from the disturbingly brief boob in 1998's Disturbing Behavior,2000 was the year that both of these stars busted onto the bust scene, with Michelle Williams getting a head start in If These Walls Could Talk 2, released in March, and Katie Holmes following months later with The Gift in December.

With her amazing bod and perfectly perky Katie Domes on full display, it definitely seemed like Holmes was going to be theDawson's star to beat... off too, post CW, or I guess WB. Her innocent, cherubic face mixed with that banging bod was any guy'sultimate fantasy, especially after being forced to see herweighed down by Joey's90's tomboy Gadzooks chic look on Dawson's Creek.Of course, as you know by now,Katie got beamed up by Xenu shortly afterThe Gift,and aside from a nip slip on How I met Your Motherwe've just had to ogle the hottie clothed.

For Michelle Williams, the 2000 nude debut ended up being just the jumping off point for an amazing nudity career that's made her a Hall of Famer here at Mr. Skin. You can't really go wrong with any of Williams' appearances, but it's her full frontal shower alongside SarahSilverman in Take This Waltz (2011) that really cemented your junk to your pants, I mean her importance at Mr. Skin.

LAST WEEK'S WINNER (KELLY BROOK VS. DIORA BAIRD): KELLY BROOK

Katie Holmes

Battle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle Williams

Michelle Williams

Battle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle WilliamsBattle of the Babes: Katie Holmes vs. Michelle Williams

Battle of the Babes: Katie Holmes vs. Michelle Williams