Jennifer Aniston showed off her toned physique poolside in Cabo, Mexico Saturday (2/6) with buddy Courteney Cox, who seemed not to be so comfortable showing off some ab-appeal while working out.

The two looked like they had a good workout as they hydrated and then switched into teeny bikinis. And guess who decided to opt out of the workout sessions but tagged along for a little R&R? Sheryl Crow, who was lounging by the pool while the two bff's sweated it up.

But it wasn't an all-girls vacation, a couple of boys joined too - Gerard Butler and of course David Arquette.