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Watch extended cut of Victoria's Secret models' Paris commercial

Fashion ShowsVictoria's SecretAcademy AwardsWoody AllenEllen DeGeneresKristen Stewart

Victoria's Secret Angels Candice Swanepoel, Alessandra Ambrosio, Gracie Carvalho, Behati Prinsloo, Lais Ribeiro, Martha Hunt, Lily Aldridge, Adriana Lima and Karlie Kloss spent a midnight in Paris last September to shoot an extended holiday commercial for the brand.

The two-minute extended version of the shoot, set to the hypnotic tune of Banks' "Waiting Game," aired during the Tuesday broadcast of the 2013 Victoria's Secret Fashion Show and was later shared on YouTube.

The shoot showcased the brand's the Holiday 2013 bra and lingerie collections and had the models walking up and down the slick streets of Paris, posing in ornately gilded rooms and fluttering around fountains in their decadent wings. All the while dressed up (or down) in skimpy bras and panties.

PHOTOS: 2013 Victoria's Secret Fashion Show

"It feels a little naughty to shoot at midnight," Aldridge said in the broadcast package.

"We slept all day, go to hair and makeup at 8 and then shoot all through the night," Prinsloo said. "It was unbelievable beautiful and special and romantic."

"It's such a different way to see the lingerie and see us," added Royal Fantasy bra model Swanepoel, who apparently didn't realize that much of the lingerie is used by real women at night.

"At 6 a.m. we're shooting right in front of the Champs-Élysées," Kloss added. "I'm just walking around in my wings and bra and underwear. No big deal. It's the City of Light and we lit it up literally."

PHOTOS: Backstage at the 2013 Victoria's Secret Fashion Show

The company reportedly paid to have the city's iconic Eiffel Tower stay lighted and continue its glittering light show throughout the night for the massive production.

The French influence also manifested itself in the Fashion Show's Parisian Nights segment as well as Prinsloo's Victoria fragrance commercial that also aired during the broadcast.

The September shoot took place on a cold night, and the Angels readily shared photos of themselves bundled up in parkas and blankets between takes.

"It was freezing cold, it was practically snowing," Kloss said.

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"Put me in a cold situation, and I'm not a happy girl," Swanepoel added.

But the show went on!

"the gorgeous new @VictoriasSecret holiday commercial we filmed in Paris with my fellow angels @lilyaldridge @alessandraambrosio @adrianalima @behatiiprinsloo @angelcandices," Kloss wrote on Instagram sharing a short video of the commercial on TV during the show.

"The feeling of it is also the feeling, a little bit, of film noir, low key. So it's not like flat light all the time, it's like really soft light, but very sensuous," said director-cinematographer Darius Khondji, who's been nominated for Oscars and was the cinematographer for Woody Allen's "Midnight in Paris."

"What I get emotionally with these beautiful girls is equally strong as a great actor," Khondji said. "They're very professional, very passionate about what they do, which is very nice for me. That's why I really enjoy shooting these commercials."

We're sure that's not the only reason. Ironically, during the TV segment, the girls couldn't keep straight faces when asked to do their "sexy poses": Aldridge cheekily raised her eyebrows, Prinsloo got goofy and kept laughing and Swanepoel couldn't hold her pose for long.

Tres hilarious.

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PHOTOS AND MORE: PHOTOS: Celebrity portraits by The Times PHOTOS: Royal visit to New Zealand and Australia PHOTOS: 2013 Victoria's Secret Fashion Show

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Fashion ShowsVictoria's SecretAcademy AwardsWoody AllenEllen DeGeneresKristen Stewart
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