Backstage at the 2012 VS Fashion Show

This year, Victoria’s Secret veteran Alessandra Ambrosio was selected to wear the $2.5 million Floral Fantasy Bra created by London Jewelers. The piece features amethysts, rubies, sapphires and diamonds -- including a 20-carat stunner – all set in white and rose gold. To prepare for the moment, Ambrosio says she added upper body exercises to her pre-show workout routine. “Brazilians only work out the lower body,” she says. “And this year, for the first time, I'm like doing arms and I'm doing chest and back. I'm doing all this for the bra.”

For last night’s show, 65 costumes and 28 pairs of angel wings were used to adorn the 38 models walking the Victoria’s Secret runway. Countless makeup artists, stylists and hair pros helped get the models ready for their close-ups.

At 6 a.m., Aussie Angel Shanina Shaik (who happens to be dating Tyson Beckford) tweeted that she was already up and on her way to the show for hair and makeup. (Now, why don't we look this fresh-faced when we're up before dawn?)

Following in the footsteps of former angel Heidi Klum, Brazilian bombshell Adrianna Lima, seen here getting her makeup done, walked the runway less than two months after giving birth to her second daughter.

California-born model Lindsay Ellingson got her glam on while she indulged in a pre-show popsicle. Yum!

Last night, V.S. vet Doutzen Kroes celebrated more than four years of Angeldom, as well as her two-year wedding anniversary with husband, DJ Sunnery James. Before the show, she tweeted: “Today we are married 2 years! I'm so grateful for my lovely husband @sunneryjames.” Aww…

Model Karlie Kloss turned heads by debuting a very un-Angel chin-length bob right before the big show. To get her runway ready (as in big, Victoria's Secret hair), Kloss was given quickie extensions to restore her long tresses.

How does South African beauty Candice Swanepoel prep for strutting down the catwalk in her skivvies? She told Celebuzz that her secret is drinking lots of water and scheduling two days of workouts followed by one day off. But the most important part of her pre-show prep is sleep. “No matter what you do, if you don’t sleep and rest, you’ll look terrible,” she says.

For her inaugural turn down the Victoria’s Secret catwalk, Estée Lauder model Hilary Rhoda hit the gym hard to get in shape. She even shared photos of her pre-show workouts, tweeting “#VSFashionShow training... You get out what you put in! @ Gotham Gym. (Other newcomers to the show this year included British models Cara Delevingne and Jourdan Dunn.)

Model Liu Wen got all tatted up backstage, tweeting that she spent over five hours in the makeup chair while the artists of Saved Tattoo in New York used tiny brushes to paint detailed artwork all over her body.

When she wasn’t in the makeup chair, 19-year-old Hungarian model Barbara Palvin spent her time backstage posting photos of herself with fellow Angel Alessandra Ambrosio and photographer Russell James on Instagram.

Models Candice Swanepoel and Lindsay Ellingson pose with none other than the “Baby” crooner, who performed at the show along with Rihanna and Bruno Mars. Oddly enough, Swanepoel somewhat predicted Beiber’s appearance. In March, Modelina asked her who she wanted to serenade the angels this year and Swanepoel replied, “I say Justin Bieber, but in a couple of years, maybe…” Looks like her wish came early!

Model Miranda Kerr, seen here getting her hair done backstage before the show, didn’t seem as sold on the Beibs as Swanepoel. When asked her opinion of Beiber by ABC before last night’s taping, Kerr said: “Let’s wait and see until I meet him, and then I’ll make my decision.” She did, however, admit that, “he’s cute.”

To celebrate the 10th anniversary of Swarovski Elements’ partnership with the Victoria’s Secret Fashion Show, American model Cameron Russell, seen here with fellow angel Barbara Fialho before the show, walked the runway wearing an estimated $5 million in jewels, including a 16-carat diamond ring.

Namibian Model Behati Prinsloo flashes a peace sign backstage as she gets some finishing touches. Prinsloo is the face of Victoria’s Secret’s Pink line and is currently dating Maroon 5 frontman Adam Levine. (Levine apparently has a thing for Angels; his ex is V.S. model Anne Vyalitsyna.)

Models Lily Aldridge and Miranda Kerr pose with Victoria’s Secret CEO Sharen Turney, who’s helmed the lingerie line since 2006.