Last night saw Hollywood's biggest stars come east for the the Met's Costume Institute Gala, celebrating the new exhibit, "Charles James: Beyond Fashion." And while some celebrities turned it out, others fell on their face (metaphorically, anyway). Check out our list of the 10 worst looks at this year's ball.

Related: Beyoncé Goes Slick, Emmy Rossum Blossoms At Met Costume Institute Gala 

Katie Holmes escaped the clutches of Scientology, but not bad taste.

Apparently Lupita Nyong'o felt so guilty for being a red-carpet superstar this year, she shot herself in the foot with this feathery flapper getup

We get the distinct sense that Divergent star Shailene Woodley is an autumn

All Kate Upton needs is a rose between her teeth

Here's how the Jake-Maggie Gyllenhaal conversation probably went: "You're gonna make yourself look fugly? Okay, me too!"

We get that Neil Patrick Harris is starring in Hedwig—but not at this very moment. (Hubby David Burtka probably didn't have much say in his outfit.)

Sandra Lee is the de facto first lady of New York State, not Scarlett O'Hara on her wedding night

Elizabeth Olsen didn't like how her decollatage was covered by flesh-colored fabric, so she brought her nipples out to play.

We liked it better when Naomi Campbell rocked an afro.