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With She's Out of My League now in theaters, we compiled this list of our favorite babes who fell for brains rather than brawn. (Except in Seth Rogen's case.)

Shannon Elizabeth ("American Pie")-

It was inspiring to us all when Shannon's Nadia found Jason Biggs' pie-humping character charming in the first installment. And we all thought we had a chance by the time the sequel rolled around and Nadia had to settle for the Shermanator. At least the super-nerd didn't have flaky crust on his junk.

 

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Shannon Elizabeth video

Shannon Elizabeth slideshow

Hayden Panetierre ("I Love You, Beth Cooper")-

Proof positive that if you're the class valedictorian, maybe it ain't such a bad idea to profess your love for the school's most popular cheerleader/party girl. She'll think it's sweet! And a few beatings from an angry boyfriend later, you might even get to seal the deal.

 

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Julia Montgomery ("Revenge of the Nerds")-

Admittedly, the ultimate nerd conquest may have involved some less-than-noble execution - nerd alpha dog Stan disguises himself as Darth Vader in order to have sex with a jock asshole's girlfriend - but that's just how the Lambda Lambda Lambdas roll.

 

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Jennifer Love Hewitt ("Can't Hardly Wait")-

Twelve years later, we're still wondering what was up with J-Love's hair, and how a sappy letter written by a doofus won her heart. But hey, to the guy who was also the pothead in Empire Records...well played, sir.

 

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Jennifer Love Hewitt video

Jennifer Love Hewitt slideshow

Portia Doubleday ("Youth in Revolt")-

Michael Cera's made a career out of playing perpetually nerdier versions of himself; a career that hit its pinnacle when he became a bad-boy Bizarro Nerd in Youth in Revolt and shared the screen (and a bed) with the tantalizing Portia Doubleday.

 

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Portia Doubleday slideshow

Eliza Dushku ("The New Guy")-

Rumor has it DJ Qualls didn't even request compensation for his "work" tongue-wrestling with Eliza here.

 

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Eliza Dushku video

Eliza Dushku slideshow

Lea Thompson ("Back to the Future")-

No, this wasn't time-traveling Marty McFly's conquest, you sickos; we mean his pops, the Biff-cold-cocking George McFly. It's just sad that kissing a beautiful woman like Lea here led Crispin Glover down some extremely weird roads in life, if his film choices and behavior are any indication.

 

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Haviland Morris ('Sixteen Candles")-

Though he's credited solely as "The Geek," Anthony Michael Hall easily transformed into Anthony Michael Hell-yes-I-hooked-up-with-that after his wild night with this drunk prom queen and her terrible haircut. The best part? She wanted him even more after she sobered up!

 

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Heather Graham ("License to Drive")-

Once again, we're using the "nerd" term loosely for Corey Haim (RIP) in this flick, as we're certain a tried-and-true bookworm wouldn't fail the written portion of a driving test. But anyone's gonna look pretty lame when standing next to a statuesque, hair-of-the-gods Heather Graham.

 

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Thora Birch ("Ghost World")-

Deep down, we all wanna hook up with a cynical hipster chick who wears ghastly Jurassic Park T-shirts. And though most of us were shouting "No! No, don't do it!" at the screen when Thora's Enid bedded antisocial shut-in with a bad back Seymour, we gotta give the old man credit for his game. Or lack thereof.

 

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Ghost World review

Megan Fox ("Transformers")-

Wear all the hip T-shirts you want, Shia LeBeouf; you, sir, are still a bonafide loser in the first Transformers. Granted, one who somehow gets a sweaty, skin-baring Megan Fox to look under the hood of your transforming car that pisses on people. And if you're indeed doing the deed on top of Bumblebee right before the credits roll? That's weird and awesome. More weird, though.

 

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Megan Fox slideshow

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Elisha Cuthbert ("The Girl Next Door")-

Gotta love a film that further perpetuates the myth that retired porn stars are just looking to settle down with nice, harmless, brainy guys who enjoy political science.

 

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Elisha Cuthbert slideshow 1

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Elisha Cuthbert Slideshow 3

Jennifer Connelly ("Career Opportunities")-

The best film to ever take place in a Target, Career Opportunities posed two important questions: How does a lame janitor-in-training even get a get a second look from a so-hot-we-can't-even-comprehend-it Jennifer Connelly, and doesn't her tank top deserve some "Best Supporting Actor" accolades?

 

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Jennifer Connelly slideshow

Katherine Heigl ("Knocked Up")-

A rather loose interpretation of "nerd" applies to Seth Rogen in Knocked Up, who plays a clueless schlub...one who likes to party and socialize with actual fellow human beings, at least. But his character really loves the movie Munich, and that's pretty damn nerdy. Also, Katherine Heigl? Homina homina homina...

 

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Vanessa Angel ("Spies Like Us")-

Chevy Chase may have been allowed to slobber all over Dan Ackroyd's wife in this flick, but playing geeky codebreaker Austin Millbarge, Ackroyd had the last laugh by cavorting with a pre-Kingpin Vanessa Angel. It's hard to pass up a Russian who looks that good without the help of Stolichnaya.

 

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