penelope460.jpgMert Alas & Marcus Piggott

penelope230.jpgPenelope Cruz has transformed from a natural beauty to a heavily made-up vixen for V Magazine's Transformation issue. Ooh, la la.

The 37-year-old mama is showing off an androgynous and sexy look ... all in one photo shoot!

Ms. Cruz, wearing a black Dolce & Gabbana dress, tells the mag her biggest transformation to date "is becoming a mother ... it changes you forever."

Penelope is set to star in Woody Allen's upcoming film The Bop Decameron.

See more of the sexy Latina ... after the jump.