Juliette Lewis got busted in some girl-on-girl action in Las Vegas on Saturday.

"The Licks" frontwoman and actress celebrated her 35th birthday partying it up at Prive nightclub, arriving around midnight with four very attractive female friends. Juliette didn't even care that everyone watched she and the girls making out.

Lewis and her chicks slammed shots, chugged mojitos and sipped champagne while dancing wildly on the VIP couches.

Hubba hubba!