The Victoria's Secret Fashion Show aired on Wednesday night, where 40 models took to the runway in the annual star-studded event attended by celebrities and watched by viewers all over the country.  

Among the nights models were many new faces and fan favorites.

Candice Swanepoel will wear the 2013 Fantasy Bra, valued at $10 million. Dubbed "The Royal Fantasy Bra," it was designed jeweler Mouawad and comes with a bow and belt. It features over 4,200 gems including rubies, diamonds and yellow sapphires set in 18 carat gold and in the center there is a huge 52-carat ruby. Last year's Victoria's Secret Fantasy Bra was worth $2.5 million and worn by supermodel Alessandra Ambrosio. 

Behati Prinsloo walked the runway a mere months after announcing her engagement to Maroon 5 lead singer Adam Levine. Though she would not comment on her wedding plans to Enstars backstage at the fashion show, she did say what she thinks is "sexy" in a guy: confidence. 

Karlie Kloss walked the runway in her signature short hair while Izabel Goulart said she was excited about "everything" the show has to offer, encouraging viewers to tune in and be surprised.

The show's taping took place in New York City's Lexington Armory. The star-studded event will air Dec. 10 on CBS. 

A total of 67 looks appeared on the runway in different segments each with its own theme. The night included outfits in the "Birds of Paradise" and "British Invasion" sections. 

Below is a list of all the models that walked the 100 feet glittered runway:

Lily Aldridge

Lindsay Ellingson

Jessica Hart

Jacquelyn Jablonski

Jasmine Tookes

Joan Smalls

Josephine Skriver

Jourdan Dunn

Kasia Struss

Kelly Gale

Lais Ribeiro

Lily Donaldson

Magdalena Frackowiak

Malaika Firth

Doutzen Kroes

Karlie Kloss

Alessandra Ambrosio

Adriana Lima

Candice Swanepoel

Behati Prinsloo

Maria Borges

Martha Hunt

Maryna Linchuk

Ming Xi

Sara Sampaio

Sigrid Agren

Sui He

Toni Garrn

Elsa Hosk

Erin Heatherton

Hilary Rhoda

Ieva Laguna

Izabel Goulart

Jac Jagaciak

Barbara Fialho

Cara Delevingne

Caroline Brasch Nielsen

Cindy Bruna

Constance Jablonski

Devon Windsor