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The smoldering Miss Smulders is the  Avengers: Age of Ultron actress, Cobie Smulders  and she posed topless on the May 2015 cover of Women's Health, showing off her ridiculously sexy body in tiny shorts and bikini bottoms.

Though this wasn't Smulders' first time stripping down for a magazine, the How I Met Your Mother alum, 33, explained how it differed this time.

"I wasn’t trying to appear 'sexy,' which was interesting," she noted. "Because it’s a women’s magazine, I feel like being topless is more about being confident and about being happy with your body, rather than trying to excite somebody else. That’s what this cover was more about."

On the cover, shot by photographer Eric Ray Davidson, Smulders covers one breast with her slim arm, and looks over her shoulder.

Readers can see the star's defined abs and muscular back even from a profile angle.

Inside the issue, Smulders again poses topless, only this time she wears a skimpy red and white striped bikini bottom.

Smulders credits her flat tummy and lean legs to frequent spinning sessions. "I’ve never been one to go to a gym and power it out, but I recently discovered SoulCycle like the rest of the world," she said of the celeb-beloved chain.

"I know it’s like a thing. But there’s one really close to my place and I go, and I sweat, and I just pound it for 45 minutes and then I feel great. So exercise."

No kidding, The effects of these exercise are glaring and definitely a must do for killer bikini bod.

View photos from cover shoot in gallery.

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