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Lizzy Caplan's Sexy Elle Canada Cover Makes Us Blush

She stars in a TV show about sex but Lizzy Caplan is still capable of making us blush just by posing for a magazine cover.

The "Masters of Sex" star poses seductively on the cover of Elle Canada's Nov. 2014 issue. Wearing nothing but a sheer knit sweater and red undies, the 32-year-old brunette beauty looks gorgeous.

This new side to Lizzy is a total style 180 for the rising star. (You may also know the actress as the hilarious outsider Janis Ian from "Mean Girls.") The rest of the photo shoot shows a very sexy Lizzy who dons low-cut crocodile tops and backless ensembles.

The actress has grown a lot since the hit movie made her semi-famous but it was turning 30 that made her feel like a grown-up.

"It felt like if my 20s were—you know those Reebok Pumps? If my 20s were pumping it, then my 30s were like the release button," she tells the magazine. "It was amazing. I’m 32 now, and everything they tell you is true: You just kind of chill out; you become more yourself. It has been a very welcome shift."

Part of being a woman in her 30s also means having insightful topics about sex with her girlfriends.

“I don’t think it’s my personal crusade to be this proud promiscuous person," she says, referring to her TV character's love life, "but it’s a conversation that I’ve gotten into quite often since I started the show, and I find it fascinating."

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