Heidi Klum dressed as Cleopatra for her annual, and belated, Halloween costume party on Saturday, Dec. 1, at the Finale nightclub in New York City. 

The German supermodel's holiday bash was originally supposed to be on Halloween but was postponed because of Hurricane Sandy.

The 39-year-old was barely recognizable in her costume- her face was covered in sparkles and she wore a gold and elaborately detailed headpiece, including a wig, a long gold gown with a plunging neckline and a cape. See a photo here. The Haunted Holiday Party benefited the Red Cross' Hurricane Sandy relief efforts, which pushed the event to December instead of this annual celebration on Nov. 31. 

"Putting the outfit on takes five minutes, but doing all these 100s of stones on my face took a little longer," she said to Us Weekly. "The face took a long time because they're all individually put on."

Bill Corso, an Oscar and Emmy-winning make-up artist who created looks for "The Amazing Spider-Man," "X-Men" and "Savages," transformed Klum's face by placing hundreds of crystals on her face, highlighting her cheeks, lips, forehead and the bridge of her nose. New York-based costumier Martin Izquierdo was responsible for Klum's Cleopatra costume, which featured a metallic, winged cape, a gown entirely comprised of gold scales and an ornate gold headpiece complete with black curls, according to the Telegraph.

Klum said she chose to dress up as Cleopatra because "so many movies have been about her and so many actresses have played her in the movies -- I thought that would be a great costume."

Attendees included Russell Simmons, Jay Manuel from "America's Next Top Model" and Project Runway winner Mondo Guerra.

This year's party is the first Klum has not hosted with her ex-husband, Seal, according to Access Hollywood. The pair split in January of 2011 and the mother of four has since been romantically linked to her bodyguard Martin Kristen. 

Klum went on "Good Morning America" on Monday and season 11 of "Project Runway" begins on Jan. 24.