Heidi Klum won't be walking down the catwalk in sexy lingerie anymore. The 39-year-old model told Access Hollywood that after she turns 40 in June she will no longer strut her stuff in underwear.

"I think I would find it a little uncomfortable, maybe," she said adding that she won't stop modeling completely.

"I still do photoshoots for magazine covers and different things or advertising stuff," Klum said.

The former Victoria's Secret Angel also opened up about the idea of getting plastic surgery revealing that she is too scared to go under the knife even though she's not fond of her crow's feet and laugh lines.

"I wouldn't say that I love them, but that's just the way it happens. Right? We get wrinkles from smiling," she said. "I've never done any [cosmetic procedures]. I've been too scared, to be honest with you. I'm scared that all of a sudden you're changing too much, your face starts changing, I don't know."

"I would have a hard time looking in the mirror and seeing something that I'm not used to seeing," she added. "I'd be afraid."

Instead Klum opts for bangs to give her face a more youthful appearance. The model also talked about her Halloween costume. At her annual party this year she dressed up as a very old and wrinkly woman. She told Billy Bush and Kit Hoover that she wanted to dress up as the matronly lady because her friends and family kept asking her if she was "feeling old" the closer she got to turning to 40.

Klum walked the spooky carpet in a multicolored tank, a patterned skirt, a long string of pearls, nude kitten heals and a walking cane. The supermodel looked unrecognizable. She completed the look with a grey wig, wrinkly skin and varicose veins on her legs (check out the photo here).

To help her transform, the "Project Runway" host enlisted the help of makeup artists Bill Corso and Mike Marino for the six hour process.