ON TO THE NEXT ONE..40 YEAR OLD HEIDI KLUM CAUGHT TOPLESS FROCKLING ON THE BEACH WITH HER 27 YEAR OLD BOYFRIEND

Live her life ...her way with he little saggy boobs.  Heidi and her new boo walked along the sand together before cooling off with a dip in the blue Mexican waters.

The Project Runway host stayed close to her art dealer boyfriend as she held his hand and playfully massaged his back. Once fully submerged in the water, Heidi and Julian couldn't keep their hands off each other as they cuddled and kissed under the blazing sun.

The German stunner shared a photo of her long legs and toned belly laying in the shade enjoying the gorgeous scenery and included the simple message, 'beautiful day.'

The couple's 13 year age difference doesn't appear to be of any concern as they looked to be completely enamoured with each other during their spring holiday.  But is it us or does she seem more into him then he to her?

Heidi was previously married to musician Seal for seven years with who she has three children, and she also has daughter Leni from a relationship with Flavio Briatore, although Seal became her de facto father from the moment she was born.

Vito has his own history of wooing A-list stars, having been linked to actress Demi Moore and Heidi's fellow supermodel Elle Macpherson. He is also the son of American artist and filmmaker Julian Schnabel, who directed Before Night Falls.

BOO GAZING: CELEBS OUT: HEIDI KLUM, WILL SMITH, KIMYE, LUPITA NYONG'O, BRAD PITT & MORE

It girl...Lupita Nyong’o greets Leonardo DiCaprio attending the 2014 Producer Guild of America Awards in Beverly Hills, California.

Looking like a Damn fool..Lady Gaga posed human statue-like in front of the Louvre in Paris.

Brad Pitt looks amazing in all black and sunglasses as he is seen at LAX.

Unflattering wardrobe...Kanye West and Kim Kardashian have lunch at restaurant “l’avenue” in Paris during Paris Haute Couture Fashion Week but there copy cats because that's known to be Jay & Bey's fav.

Victor Cruz and Will Smith attend the Lanvin Menswear Fall/Winter 2014-2015 Show as part of Paris Fashion Week in Paris, France.

Malcolm-Jamal Warner and Dawnn Lewis attend the 2014 Salute To Greatness Awards Dinner at the Hyatt Regency in Atlanta, Georgia.

Lou, 4, snags the best seat in the house – on mom Heidi Klum's lap! – to take in a Saturday soccer game in Brentwood, Calif.

BOO GAZING: CELEBS OUT: MARIAH CAREY, ZOE SALDANA, HEIDI KLUM, ALICA KEYS, LADY GAGA & MORE

Mariah Carey was definitely feeling more naughty than nice on Tuesday. The singer wriggled into two very festive and very racy dresses to perform at the Rockefeller Center Christmas tree lighting ceremony in New York. The 43-year-old showed off her ample cleavage each time, first of all in a red sweetheart cut dress that hugged her curvaceous figure in all the right places.

Yummy mummy! Jessica Simpson looked slim and sexy in her red poppy flower dress at WWD's Footwear News Achievement Awards in New York Tuesday.

Something for everyone: Toni Braxton (L) and Babyface also pre-taped their performance.

Zoë Saldana can't help but smile while filming Extra on Monday at the Universal CityWalk in Los Angeles, where the star happily waved her wedding ring from Marco Perego, whom she married in September. Those shoes are HOT!

This Is How We Do Kate Moss and Rita Ora were ready to party on the red carpet for the British Fashion Awards 2013 in London.

Alicia Keys arrives at the Foxtel Music Channels Summer Launch at the Botanic Gardens in Sydney, Australia.

Isn't she strum-thing? Céline Dion surprises her fans with an impromptu serenade while out and about Monday in Paris.

David Beckham, Brooklyn Beckham, Romeo Beckham and Cruz Beckham attend the World premiere of “The Class of 92″ at Odeon West End in London, England.

Disney Princess Jeans! so 80's..Lady Gaga paid tribute to Ariel, Snow White, Cinderella and Jasmine with some eye-catching denim arriving at Narita International Airport in Japan.

Heidi Klum and her kids went looking for Christmas trees in West Hollywood.

It's the hard-knock life for Cameron Diaz, Jamie Foxx, Quvenzhané Wallis and Rose Byrne, who get into character Monday on the N.Y.C. set of the remake of the musical Annie.

Giuliana Rancic makes the call on her top holiday gift picks available at T.J.Maxx and Marshalls in New York City.

BOO GAZING: CELEBS OUT: KERRY WASHINGTON, HEIDI KLUM, IDRIS ELBA, BEYONCE, JAY-Z & MORE

Victoria Beckham causes a commotion outside Balthazar restaurant in NYC after her fashion show.

Baby fashionista Harper sits on her dad David Beckham’s lap, next to Anna Wintour at a presentation of the Victoria Beckham Spring/Summer 2014 collection during New York Fashion Week.

Nicki Minaj is spotted at the 2014 Mercedes-Benz Fashion Week during day 3 on September 7 in New York City.

Justin Timberlake wife is killing the game, Jessica Biel looks incredible in a black leather dress, heading to The Daily Front Row’s Fashion Media Awards in NYC.

Heidi Klum attends the Project Runway Spring 2014 fashion show during Mercedes-Benz Fashion Week at The Theatre at Lincoln Center in New York City.

Displaying model behavior, Kerry Washington struts down the catwalk Friday in a pretty floral frock at the Project Runway show during Fashion Week at New York's Lincoln Center.

Ciara attends the Prabal Gurung show during Spring 2014 Mercedes-Benz Fashion Week at Skylight Studios at Moynihan Station in New York City.

Rihanna seen out in a red dress going to a fashion week after party in New York City.

Idris Elba and Naomie Harris attend the Burberry supported premiere and celebration of 'Mandela: Long Walk to Freedom' hosted by The Weinstein Company and Entertainment One at the Toronto International Film Festival in Toronto, Canada.

Zoe Kravitz attends H&M & Vogue Studios Celebrate 'Between The Shows' in New York City.

Paris Hilton and Nicky Hilton attend the Charlotte Ronson Presentation during Mercedes-Benz Fashion Week Spring 2014 in NYC.

Depressed, Kanye West attends the Louise Goldin fashion show during MADE Fashion Week Spring 2014 at Milk Studios in New York City.

Careful! Beyoncé narrowly avoided a wardrobe malfunction when a button on her already low-cut jumpsuit popped open during a night out with Jay Z in Italy on Saturday.

Birthday break: On Friday, the couple took daughter Blue Ivy on to shore Friday as their birthday celebration continues for the singer aboard a luxury yacht moored off Nerano, Italy

Angelina Jolie takes her five youngest children Shiloh 8, Pax 9, Vivienne 5, Zahara 8, and Knox for a day out at aquarium in Sydney, Australia.