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23 Times Reese Witherspoon Took Your Breath Away

Bend and snap.

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1. When she looked like a doll come to life.

Out of Breath Level: Watching someone else exercise.
Frazer Harrison / Via Getty Images

Out of Breath Level: Watching someone else exercise.

2. When she WAS Jessica Rabbit.

Out of Breath Level: Outrunning a lion in the sahara.
Frazer Harrison / Via Getty Images

Out of Breath Level: Outrunning a lion in the sahara.

3. When she looked better pregnant than most people do on a regular day.

Out of Breath Level: Being scared in a haunted house on Halloween.
Andreas Rentz / Via Getty Images

Out of Breath Level: Being scared in a haunted house on Halloween.

4. When she looked like the chicest lawyer there ever was.

Out of Breath Level: Chugging water so quickly that you start to pant a little.
Florian Seefried / Via Getty Images

Out of Breath Level: Chugging water so quickly that you start to pant a little.

5. When she rocked a sexy dress in the most sophisticated way possible.

Out of Breath Level: Having a hold your breath contest with your niece in the pool.
Jason Merritt / Via Getty Images

Out of Breath Level: Having a hold your breath contest with your niece in the pool.

6. When her shoulders looked like she was wearing the most fashionable armor there ever was.

Out of Breath Level: Walking upstairs only to realize you left your lip balm downstairs.
Tim Whitby / Via Getty Images

Out of Breath Level: Walking upstairs only to realize you left your lip balm downstairs.

7. When she looked like a stylish badass ready to kick some butt.

Out of Breath Level: Walking on the treadmill at a 12.0 incline.
Jason Merritt / Via Getty Images

Out of Breath Level: Walking on the treadmill at a 12.0 incline.

8. When she looked all sweet and sassy at once.

Out of Breath Level: Going for a hike with your hippie BFF from camp.
Frazer Harrison / Via Getty Images

Out of Breath Level: Going for a hike with your hippie BFF from camp.

9. When she made a simple dress look spectacular.

Out of Breath Level: Running through the terminal because your flight is boarding.
Jason Merritt / Via Getty Images for ELLE

Out of Breath Level: Running through the terminal because your flight is boarding.

10. When she looked like a gift to us all.

Out of Breath Level: Working out with a new trainer and hating the word "abs."
Jason Merritt / Via Getty Images

Out of Breath Level: Working out with a new trainer and hating the word "abs."

11. When she set the world on fire with this sexpot of a dress.

Out of Breath Level: Swimming against Michael Phelps in the 2008 Olympics.
Ian Gavan / Via Getty Images

Out of Breath Level: Swimming against Michael Phelps in the 2008 Olympics.

12. When she had all the detailing and all the cutouts and all the patterns but she still looked effortless.

Out of Breath Level: Powerwalking with your mom and her friend group of super-fit 60 year olds.
Tim P. Whitby / Via Getty Images for BFI

Out of Breath Level: Powerwalking with your mom and her friend group of super-fit 60 year olds.

13. When she made a one-shouldered dress NOT look like a tacky toga dress.

Out of Breath Level: Trying spin class for the first time.
Julien M. Hekimian / Via Getty Images

Out of Breath Level: Trying spin class for the first time.

14. When she wore the most perfectly proportioned dress ever.

Out of Breath Level: Trampoline. Class.
Jason Kempin / Via Getty Images

Out of Breath Level: Trampoline. Class.

15. When she wore a dress so blue you were blinded by its beauty.

Out of Breath Level: Having to hold your nose for 30 seconds because your dog has the worst gas.
Jason Merritt / Via Getty Images

Out of Breath Level: Having to hold your nose for 30 seconds because your dog has the worst gas.

16. When she looked like a sassy witch with a Bergdorf Goodman obsession.

Out of Breath Level: Practicing your splash at diving practice.
Bryan Bedder / Via Getty Images

Out of Breath Level: Practicing your splash at diving practice.

17. When her dress had the most beautiful knot ever, kind of how your heart was in a knot when you looked at it.

Out of Breath Level: Training all year for the New York City Marathon.
Stephen Lovekin / Via Getty Images

Out of Breath Level: Training all year for the New York City Marathon.

18. When she made long sleeves look HAWT.

Out of Breath Level: Running in the New York City marathon.
Theo Wargo / Via Getty Images for Lincoln Center

Out of Breath Level: Running in the New York City marathon.

19. When you didn't know if she was actually a 1940s starlet who took a time machine into the future.

Out of Breath Level: Carrying a huge load of books out of Barnes and Noble.
David Livingston / Via Getty Images

Out of Breath Level: Carrying a huge load of books out of Barnes and Noble.

20. And when you wondered if she was actually a 1960s starlet who took a time machine into the future.

Out of Breath Level: Seeing Idris Elba at the gym.
John Shearer / Via Getty Images

Out of Breath Level: Seeing Idris Elba at the gym.

21. When she wore a V so low that your heart stopped just a little.

Out of Breath Level: Doing the 100s in a pilates class.
Pascal Le Segretain / Via Getty Images

Out of Breath Level: Doing the 100s in a pilates class.

22. When she paired the most fun shoes with the most fun dress.

Out of Breath Level: Competing in the Tour de France.
Jason Merritt / Via Getty Images

Out of Breath Level: Competing in the Tour de France.

23. And when she slayed you with a dress that was equal parts beautiful, sexy, sophisticated, and fun.

Out of Breath Level: Just dead.
Dimitrios Kambouris / Via Getty Images

Out of Breath Level: Just dead.

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