HOLLY Willoughby looked unrecognisable in her movie debut alongside Rachel Stevens.
The This Morning anchor, 41, was only 19 years old when she stripped to her bra as she starred in her her first movie role.
Holly starred as Zoe in the S Club 7 film, Artistic Differences, where she played an up-and-coming model and the love interest of the pop group's member, Paul Cattermole.
In an unearthed clip from the 2000 film, Holly stars opposite Paul as they rekindle their romance in LA where she is trying to kick start her acting and modelling career.
S Club 7 is struggling with artistic differences and trying to keep the band together.
Paul reveals that Zoe was his first girlfriend who "taught him how to kiss" and reaches out to him on email to say she was coming to LA and they should catch up.
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He tells his bandmates he dumped Zoe because he could never be serious about their relationship as he was all about his music.
They meet for a date at a restaurant and as they walk home, Paul sees Holly on a billboard wearing nothing but a bra.
"Holy cow, that's you," Paul exclaims.
They go on a series of dates, including Paul turning up to one of her lingerie photo shoots, but decides to dump Zoe when he realises her career is taking off.
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"I'm just afraid your new career is so important that it doesn't leave room for things like me," he tells Zoe who tries to protest.
Paul adds before kissing her and walking off into the sunset: "It's pretty scary, but sometimes the scariest thing is the thing you've got to do."
The highly successful pop group sold 10million albums globally and starred in a series of TV movies and shows.
That TV movie ended being prophetic for S Club 7 who split not long after its release.
Holly recently reunited with Rachel Stevens who rose to fame in S Club 7 and competed in this year's Dancing On Ice which Holly hosts alongside Phillip Schofield.
Rachel was forced to miss the first week of live skating this series after injuring her wrist during skating practice and admitted that the injury "knocked her confidence" and she was voted out two weeks later.
Holly eventually got her big break in TV when she landed a role fronting the show with Stephen Mulhern in 2004.
She will next be seen fronting the BBC's Freeze The Fear with Would I Lie To You? favourite Lee Mack.
Holly took much of January off from This Morning to film the show in Italy, leaving Phillip to host with a roster of stand-ins back in London.
However, did she return to host her other primetime show, Dancing on Ice, with him at the weekends.
Holly said that while shooting Freeze The Fear - where celebs plunge into ice-cold water, she and Lee, 53, gave it a go themselves.
The star explained: "In the hotel there was an ice-cold shower that we stood under and were like: 'Right, let's do it.'
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"I have it all on film and one day I'll put it on Instagram. I was so jealous of what the celebrities were doing because you could see the change.
"You could see the transformation, you could see what they were coming away with - and it's infectious."
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