CELEBS GONE SCARY

It's that time of year when we start thinking about our Halloween costumes. Some celebrities, however, don't need a mask. They do just fine with their actual faces. Presenting the best worst faces captured in photographs.

"Fudge." Reese Witherspoon was probably about to say "Fudge," right?

Jessie J won't let anything hold up a live performance -- not even a sudden bout of demon possession.

Occasionally, Selena Gomez spots some enraged, jealous Bieber fans

Kate Middleton must constantly strain to suppress her true identity as a Dr. Seuss character.

If you're like Britney Spears, then Frappuccinos make you emotional too.

Chloe Sevigny chose Paris Fashion Week to debut her very Halloween-appropriate, Michael Myers-inspired look. (And we suspect there's a bit of the killer from "No Country for Old Men" in there as well.)

Now, apparently, was not a good time to mention that Michelle Rodriguez looks "disheveled."

It's easy to make George Clooney make this face. Just ask him about his feelings on marriage

Starring in all those rom-coms is clearly taking a toll on poor Anna Faris.

OK, maybe Gwyneth Paltrow looks like she just crawled out of a crypt, but you know that crypt would have been a turn-of-the-century Italian marble chamber that had been in her family for years. And she can totally recommend a good cryptmaker, if you're willing to pay for quality

You heard it here first: The whole actress thing is a cover. Diane Lane was actually sent from the future with one mission: to kill Sarah Connor.

Once she was clear of her Victoria's Secret contract, Hedi Klum finally got to make the face that she had been asked to refrain from making in the presence of cameras.

Wait, when did Leighton Meester dress up as the zombie version of Kathy Najimy? Also, what a remarkably specific costume

Tyra Banks has invented a spinoff to her trademark smize: the "eye scream."

You can't say that fame has changed Tina Fey, who sticks close to her roots as a frumpy, harried writer.

Nicki Minaj's mother always told her to put her best foot forward. However, Nicki Minaj wasn't always the best at following directions.

Do not look directly into Pamela Anderson's eyes. Seriously. For your own sanity, just keep clicking.

You'd think Sarah Jessica Parker would be used to filming these bustling New York City street scenes, but you'd be wrong.

How does Jack Back feel about being relegated to the role of comic relief? Less than positive.

Rihanna has heard the rumors that she relies too heavily on her sexuality, and she's doing what she can to prove her range.

Hey, Kirstie Alley, how's that diet going? Hmm? That good, huh?

Vampires, werewolves, witches, ghosts and all other manner of supernatural terrors have left Anna Paquin unable to unwind in the "True Blood" offseason

Anne Hathaway made the mistake of going online and reading the preliminary reactions to her Catwoman costume.

If Marilyn Manson had starred in "Home Alone," then what kind of man would he be today?

Some may criticize Jennifer Lopez's acting, but this photograph shows that she can totally pull of a scene where her character has to smell a fart

When you're a "Real Housewives" alumna like Bethenny Frankel, you're used to talking at a high volume to make a point

We'd like to guess that Mel Gibson was just yawning when this picture was taken, but yeah, statistically speaking, he was probably yelling something awful.

You know, by now you'd think Melissa Etheridge would have learned the correct use for a microphone

You know, if they ever do another "Carrie" movie, then AnnaLynne McCord just might have the chops to do the role justice.

In her new music video, Ke$ha portrays Smurfette on a bad drug trip.

Yes, Helen Mirren, we get it. Cougar joke. Ha ha

nd this was the day that Shakira learned why it's a bad idea to criticize your hairdresser.

If they just put Kate Moss's photo on cigarette boxes, then lung cancer rates would plummet

It takes a genuinely powerful stage presence to sport shoulder horns and that hat and still have people taken aback my your facial expression. Lady Gaga, you've done it once again.

Beyonce has just volunteered herself to play Medusa if the opportunity ever arises.

Juliette Lewis would later claim that barfing on stage was a planned part of the performance

A face like this makes you wonder why Brooke Shields didn't star in more thrillers

Maybe Sofia Vergara can tell us the Spanish word for "neck folds."

Either everything's fine and Sarah Paxton is quite the actress, or something is very, very wrong.

Hmm. Maybe Benicio Del Toro really does need those sunglasses to look cool

Janice Dickinson would like to remind you that she was a famous model.

Dwayne Johnson has his eye on leading man roles now, but he still likes to indulge his inner tiki.

No, see, it's not gross. It's just that Roseanne is a surrogate mom to a nest of baby birds.

Tori Spelling is just SO EXCITED about being pregnant. So. Excited.

Jude Law doesn't understand that there's a limit to how much happiness can be expressed on the human face before it starts treading into scary

It was the worst possible time for Michelle Pfeiffer to developed an allergy to the color beige

On the tennis court, Maria Sharapova has a secret weapon that has nothing to do with her forehand or her backhand.

Appearing on all those VH1 series and acting all enthusiastic about every pop culture bit from the past four decades has left Hal Sparks with anger issues.

When you've been around as long as Larry King has, you've earn the right to make this face