The beautiful ladies graced the red carpet at last night's amfAR's Cinema Against AIDS Benefit in Cannes, but inside the event was where the boys came out. In fact, the undeniably handsome and oh-so-generous George Clooney even auctioned off a kiss to benefit the cause. I'm not sure what the winning bid was...but how seriously lucky (and probably rich) is that lady?!? Speaking of very fortunate women, Ellen Barkin looked great, as usual, up on stage next to her Ocean's 13 co-stars. Hopefully all the Ocean's yumness (and their lady friends) will be out for the big premiere later today. Highlight of the festival much?

To see a ton more pics from the event, including the evening's cohosts Sharon Stone and Harvey Weinstein, plus Kerry Washington, Brett Ratner, Andy Garcia and a lot more just read more

Images include Andy Garcia, George Clooney, Sharon Stone, Matt Damon, Brett Ratner, Kerry Washington, Roberto Cavalli, Elle Macpherson, Ellen Barkin, Eva Mendes, Diego Luna, Sharon Stone, Goldie Hawn, Kurt Russell, Harvey Weinstein, Kylie Minogue