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Michelle Williams is glowing.

The “Manchester by the Sea” actress is pregnant with her third child (and second with husband Thomas Kail), and showed off her blossoming baby bump for the first time at the 2022 Cannes Film Festival Friday.

For the red carpet premiere of her new film “Showing Up,” Williams wore a black-and-white empire-waisted lace gown from Chanel Haute Couture that draped over her tummy.

She accessorized with comfortable cap-toed Chanel ballet flats and a delicate diamond choker, her platinum blond pixie styled with a sleek side part.

“It’s totally joyous,” Williams, 41, told Variety earlier this month, revealing that she and Kail, 44, are expecting their baby this fall.

The “Fosse/Verdon” star and the “Hamilton” director welcomed son Hart in 2020, and Williams is also mom to daughter Matilda, 16, whose father is late actor Heath Ledger.

“As the years go on, you sort of wonder what they might hold for you or not hold for you. It’s exciting to discover that something you want again and again, is available one more time. That good fortune is not lost on me or my family,” Williams told Variety.

Added the actress, “There’s nothing that makes you committed to a better world than raising a great kid. It’s the ultimate creative act.”

Williams isn’t the only expecting mom at the French film fest; model Shanina Shaik flaunted her own bump on the amfAR Cannes Gala runway Thursday, while fellow catwalker Adriana Lima showed off her belly in a cutout Balmain gown at the “Top Gun: Maverick” premiere last week.

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