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On Wednesday afternoon we spotted two of our favorite fashion forward starlets shopping at Bloomingdale's, and while we got a good peek at their outfits, they hid their faces behind their little brown bags.

So who were the camera shy cuties? They were once co-stars and they're both promoting movies this spring ... one flick is scary and the other has sex, drugs and guns!

Give up? Click thru to see who it is!