Heidi Klum always goes all-out for Halloween and this year was no different.
The Project Runway host donned a crazier-than-ever intricate butterfly costume that even included super sized wings.
The multicoloured outfit was painted onto her clothes, while her makeup transformed her into a bug complete with antennae.
The supermodel shared a cool time-lapse video of her transformation on Twitter, writing: "This is how it happens #hkhalloween #behindthecostume @cce_inc @bcorso."
There was also a number of pics following her morphing into a butterfly.
- Heidi Klum (@heidiklum) October 31, 2014
Heidi's party took place at New York's Tao club, where Heidi showed off the full extent of her amazing costume by spreading her wings. Other guests at the party included Joe Jonas and Zoe Kravitz.
Heidi never fails to disappoint at Halloween, last year transforming herself into an old granny. She's also been an ape, Cleopatra, a dead body with its first layer of skin ripped off, a Hindu goddess and a crow.
CAN'T GET ENOUGH OF CELEB HALLOWEEN COSTUMES? See more in our gallery below: