rosie1.jpgCourtesy Victoria's Secret

Megan may have been replaced in T3 by a total fox: Victoria's Secret model Rosie Huntington-Whiteley!

The British babe was supposedly offered the role after Megan bowed out of the third film due to differences with director Michael Bay, says The Sun.

Rosie was apparently tapped for the role despite no real acting experience (unless you count a Kanye West video!), but does that even matter? After all, the women in these films are mostly just eye candy, and she's definitely top shelf!