Every year during the holiday season, department stores in Midtown Manhattan adorn their windows with scenes of yuletide cheer. This year, however, Fifth Avenue's most popular window display has nothing to do with candy canes or Santa Claus. Rather, it features two shapely live models in a mock apartment doing mundane things such as painting their nails and reading magazines.

Oh, and they occasionally strip down to their skimpy underwear in order to put on new outfits.

Not surprisingly, "changing time" tends to attract the most eyeballs to women's fashion label XOXO's racy pop-up window, as we discovered on our own on-the-scene investigation.

Read on for the scoop from the exhibit creators and to watch Asylum's original video report.



"This is the best spot in New York City to get a cab," laughs the display's creator Carol Powley. "There are always cabbies lined up on the street, with their hazard lights blinking, so they can sneak a peek."



The crowds are near-constant -- there's even an undercover guard at all times to ensure the madness doesn't spill of the curb and out onto the busy street -- and most folks seem to think it's harmless and voyeuristic. ("These girls certainly aren't Santa's helpers," said one onlooker.) There's also always someone who tries to ruin the fun: One woman became so enraged when her boyfriend couldn't stop drooling at the surprising skin show that she hit him with her purse and then called the police.



The authorities declined to act on her complaint, citing the lack of any illegal activity. They then probably inquired as to when the next changing time would take place.

You can visit the XOXO storefront in the flesh through Sunday, Dec. 6, from noon-2:30 p.m. and 4:30-8:30 p.m. Or if you're not in the city, get your virtual thrill and check out some of the videos and photos that the real-life best friends have been capturing.