ONE Direction were reunited with former X Factor Nicole Scherzinger at the premiere of her new film MIB 3 in New York last night.
The boys larked about with toy guns as they flirted with the beauty, who was instrumental in putting them together as a group in 2010's X Factor.
Nicole plays bad girl Lilly in the latest MIB film, and looked ravishing in a red hot frock that was split up the front with a sexy ruffle tied at the neck.
The daring dress fell away at the side and revealed a teasing glimpse of her side boob.
But the lads did well to keep their eyes in one direction as they gossiped — on her face.
The heart-throbs kept to the theme of the night by wearing variations of a black suit.
Liam took the waistcoat, Louis wore braces, Zayn added a bad boy leather jacket to his smart shirt but poor Niall looked a bit like a vicar with a black collar/ white shirt combo.
Harry — who's dating Inbetweeners star Emily Atack — kept it conventional in his trademark blazer with a low cut white shirt and rocker necklace for a twist.
Also turning heads at the event was MIB star Will Smith in a bold black and white checked suit jacket.
He returns as Agent J 15 years after the original blockbuster and has to travel back in time to prevent the murder of partner Agent K, played by Tommy Lee Jones.
The actor only had eyes for one leading lady — his wife Jada, who dazzled in a floor length black gown accessorised with tumbling glossy locks.
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