Nicole Scherzinger is officially awesome.

The new X Factor judge went on Conan last night in a very tight leopard print dress that left very little to the imagination ... especially when it came to her cleavage.

Conan O'Brien tries to concentrate during the interview, but his eyes begin to drift downwards when she starts talking about why all the ladies love Simon Cowell. So she says, "Focus, Conan," and directs him back up to her face. "I'm trying to speak here," she laughs. "Serious talk."

How does Conan respond? "It's so [unfair]. I'm sorry! ... Good god! Finally let's be real here for a second. You didn't think I was gonna look down there?" And then he proceeds to mock-motorboat her.


See the whole interview -- including her impressively dead-on Britney Spears impression -- above.