{babes} Caught in the Act!

• Britney Spears, buying lingerie at the Only Hearts boutique in Santa Monica, Calif. The pop star snuck into the Montana Avenue store with bodyguards and friends, and was in a pleasant mood as she shopped for intimate apparel. Spears left with some lingerie and a two-tone tulle dress, along with candles and necklaces.

• Doting dad Ryan Phillippe took his kids, Ava and Deacon, out to dinner at Katsuya Hollywood. The family was joined by another couple, but Phillippe was extremely attentive to his children all night, a source says. The group dined on crab hand rolls, edamame and tempura. The kids sipped lemonade, while the adults had cocktails. Also at the restaurant that night: Diane Kruger, dining with a male friend.

• Proud papa Joey Fatone pulled out his iPhone to show model Selita Ebanks pictures of his two daughters, Briahna and latest addition, 5-month-old Kloey Alexandra at a charity event hosted by DJ Irie in Miami.

• Odette Yustman, celebrating her engagement to actor Dave Annable with some of her closest girlfriends at the Chamberlain West Hollywood. The girls sunbathed on the roof during the relaxed bachelorette bash, and they munched on cheese platters and crudités, before moving to a poolside cabana where Yustman opened her gifts.

• Was he celebrating his retirement? A solo Larry King, dropping into the Coach store on Rodeo Drive in Beverly Hills for a little shopping.