Jay-Z and Kanye West perform during the 2011 Victoria's Secret...

Jay-Z and Kanye West perform during the 2011 Victoria's Secret Fashion Show. (Nov. 9, 2011) Credit: TIMOTHY A. CLARY/AFP/Getty Images

Hearts and wings were all aflutter Wednesday night at the 69th Regiment Armory where the runway of the annual Victoria's Secret fashion show extravaganza featured 38 of the world's most bodacious bodies strutting 69 wildly imaginative costumes in 31 crazy pairs of wings, and a stellar musical lineup including Maroon 5, Nicki Minaj and Kanye West who -- surprise -- was joined by Jay-Z on stage.

The smartly produced sexy-fest in Manhattan reportedly cost $12 million and is slated to air on CBS on Nov. 29. The show was divvied up into six themed vignettes including Ballet (too-too gigantic tutus), caped crusading "Super Angels" and Aquatic Angels, which included top VS muse Miranda Kerr flaunting the $2.5 million mermaid-inspired bejeweled Fantasy Treasure Bra designed by Long Island's own London Jewelers.

If the runway was flashy, (and it was -- one segment, a homage to New Orleans and voodoo titled "I Put a Spell On You," featured gold-plated 22-pound wings embellished with 105,000 Swarovski crystals -- pity the poor model with this on her back) the audience was equally high voltage, chock-full of luminaries such as Beyoncé, Cuba Gooding Jr. and super handsome Tyson Beckford, who said what he liked best was, natch, "the girls. And Jay-Z was good, too."

Maroon 5 drew cheers with megahit "Moves Like Jagger," and band frontman Adam Levine did his own runway walk with girlfriend and VS model Anne Vyalitsyna holding her hand -- sweet. Levine was way into the scene, tweeting preshow, "Next up #VSfashionshow!!! Trying to figure out which bra and panties to wear."

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