Notorious bad girl and super sexy actress Megan Fox is gracing the cover of the latest W Magazine for their March 2010 issue. Fox is looking a little more demur on the cover than usual.

The sultry seductress -- who usually shows a little more skin and a collection of tattoos -- is exposing her toned-down side in outfits that include a classic white button-up and military-style jacket.

The gorgeous 23-year-old keeps things classy with an innocent pout and her beautiful flowing locks. Miss Fox certainly knows how to take a great shot.