Vincent Peters / Town & Country
The 26-year-old star proved she's not all prim and proper as she posed topless for Town and Country magazine.
Lily, 26, who is best known for playing Lady Rose Aldridge in the period drama, sizzles in the sexy new pics, baring her naked back and staring seductively into the lens.
Lily's dark hair is swept into a messy up 'do and minimal makeup allows her natural beauty to shine through.
Lily James covers Town & Countrys March issue
Lily James covers Town & Countrys March issue
The actress, who is dating Doctor Who star Matt Smith , spoke candidly to the magazine about a nude photo scandal in 2014, which saw hackers leak pictures of Matt and then-girlfriend Daisy Lowe.
She said: "It was terrifying and so unfair. It makes you conscious of not doing... You shouldn't have to censor yourself in that way. I've begun to think like this, and it's really sad."
Lily James covers Town & Countrys March issue
Corbis
"I'm very open, and I stupidly thought that people would be open and fair with me, but they're not.
"I sort of found out the hard way."
Town & Country’s March issue hits newsstands on February 9.
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