Leighton Meester takes racy to a whole new level in a new shoot for Los Angeles-based Flaunt magazine.

Leighton stars as the cover girl for the November issue, which is on newsstands now, and in the issue itself she sheds her top, gets fondled by another woman, and cavorts with two nude men (sorry, you'll have to go to the official site to see that photo).

"It was the best magazine cover shoot EVER," Leighton says. "Everyone was so open. The clothes were amazing and the pictures turned out great."

Last month filming wrapped on the sixth and final season of the star's hit show Gossip Girl, after which she cut her hair short; as seen in the new shoot.

See more of Leighton in the November Flaunt, on newsstands now, and at Flaunt.com. The magazine itself was founded in 1998 and is issued 10 times a year.