Most of our favorite stars looked fabulous at last night's Costume Institute Gala, but a few of the superhero-inspired outfits fell flat. Fab and Bella have been all over the individual love it or hate it polls, and we picked out five of the evening's least-flattering ensembles. We know the celebrities don't have full control over what they wear to the party, but who do you think was the worst dressed at the Costume Gala?

















Enamora
Mulberry
Dwell
I didnt even look at the pictures, but I figured Kimora was the easiest bet.
1They all look pretty bad!
2I dont know what Kimora Lee was thinking.
Its horrible.
3Um, ALL of the above!
4as much as I really HATE to say this but Rache's dress was horrible. They could have done better.
5I love Thandie Newton's look, she so should not be on this list. Cant say the same for that tacky katie holmes with her plastic dress and hideous shoes. . .
6Posh's is pretty bad. It almost looks like a sheer nightgown/bathrobe. Her whole look ages her.
7i cant believe what rachel wore
8all of them. but i think amanda's was the worst choice by far. it's just not flattering. blah. and well poor rachel - i love her and yet she wore that?! it's a bit frumpy and too covering for someone as adorable as her!
9UGH! Toughy! I voted for Kimora. That is the worst possible
10wow, what truly terrible choices! I can't believe with the great designers out there that they have access to that they STILL look awful
11Rachel looked hideous. Hilary Swank really pulled off a similar look a few years back, Rachel can NOT.
12Why wasn't Katie Holmes on this list? Her dress was horrendous!
13Rachel's dress is not the best, but is not the worst
14Victoria Beckham! There is no redeeming quality about that dress.
15I agree Ricegirl...Katie should be on here. I didn't think Posh's was ridiculous like Katie (oops sorry I mean Kate).
16Amanda for pete sake!!!
17Yeah, both Katie and Mischa should have been on this list, for sure. Some of them look bad, but those two just looked RIDICULOUS.
18I couldn't decide between Kimora and Rachel. I have faith that Rachel might've felt like a plonker in that hideous thing, so I voted for Kimora. I have no idea who she even is.
19kimora is a hag who's def. not fabulous at anytime...her dress is horrible
20posh for sure
21im surprised molly allowed pop to put the "glorious" "RACHEL BILSON" on this list, anyway all of the above look hideous, money cannot obviosly buy you stunning
22Katie!
23I really can't see what you all seem to see!I think Rachel Bilson looked good, maybe not her best, but really what's wrong with her dress??
24I love the color of it, and the long sleeves. Plus you can't forget it was a costume gala, so she made it look superheroe-ish but still glam!!
Posh's dress looks like a sheer bathrobe.
If Kimora falls with that dress she'll make the perfect mosaic tile.
Did Thandie think this was a Dominatrix Expo?
25Rachel
26all??
27Katie's dress was the worst of all, in my opinion....
Posh looks like she stepped out of a Dynasty episode. I give her props for trying to look different, though...
28I was in between Rachel and Victoria, but finally I went for Posh. She looks scary.
29I can't get past Rachel's bangs to even begin on the dress.
30Rachel's dress and hair painfully to look at.
31I guess Katie Holmes is a write-in? WTF? Add her to the list. Xenu won't come get you.
32def rachel bilson
33I actually like kimora's dress, the colors look great with her skin tone. I voted for rachel, her whole look is just very blah.
34Kimora is HORRID!!!!!!
I like Thandies look, I think she could have used a bigger size dress.
Amanda Peet looks absolutly ridiculous.
Rachel Bilson is always adorable to me.
Posh, I don't know what to say.
35Kimora's dress is awesome! I never seem to agree with people on best/worst dress. I love her dress.
I voted Amanda Peet - the proportions are all weird, and her severe hair and makeup makes it worse.
36I voted Kimora as the worst. That dress is hideous!
37You have to consider the theme
38I wish we would have gotten a two option combo, because Kimora and Victoria are at a tie for the biggest hot mess of the night. Seriously a trumpet shaped clown patchwork dress, and well a sheer floor length shirtdress fit for a madam? Ugh!
39Amanda Peet looks fine.... but Victoria is bad!!!
40Why did so many people look fug last night? There were only a handful that looked really good.
41There's something about Kimora that I cannot STAND!
42Definitely Rachel. Not only was the dress awful, but the hair ridiculous and far to casual for this event. She needs a new stylist asap!
43None of the above. Katie Holmes looked like a freak.
44Jennifer Connelly should also be on this list - she was the worst I saw.
45they're all pretty horrific, but Rachel looked especially bad. All around bad - not just the dress. That hair was aweful
46Kimora...WTH was she thinking?
47Rachel, the hair, the neckline and the length- that's too much.
48Rachel Bilson shouldnt be on this list! shes one of the only people who actually did the superhero theme i think she looks great!
49Amanda Peet comes in a close second to Kimora. The rest look appropriate for the theme. But I have to agree with everyone, Bilson's hair was terrible!
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