Kate Beckinsale isn't holding back!
The actress stopped by the "Graham Norton Show" on Friday, where she opened up about her first major role, starring in 2001's "Pearl Harbor" as Nurse Lt. Evelyn Johnson.
Though, by most people's standards, Kate has one of the best bodies in the business ... it sounds like Michael Bay thought otherwise about her fit physique.
"I don’t think I fitted the type of actress Michael Bay, the director, had met before," she told Graham about the role.
"I think he was baffled by me because my boobs weren't bigger than my head and I wasn't blonde," she said.
"I'd just had my daughter and had lost weight but was told that if I got the part I'd have to work out and I just didn’t understand why a 1940s nurse would do that," she added.
That wasn't the only time Kate's looks became a hot topic for Bay -- while promoting the movie, the director constantly talked about her attractiveness.
"And then, when we were promoting the film, Michael was asked why he had chosen Ben [Affleck] and Josh [Hartnett] he said, 'I have worked with Ben before and I love him and Josh is so manly and a wonderful actor,'" she explained. "And then when he was asked about me, he'd say, 'Kate wasn’t so attractive that she would alienate the female audience.'"
"He kept saying it everywhere we went and we went to a lot of places," the 42-year-old revealed.
Later in the show, the "Love and Friendship" star detailed a wild night she had as a teenager that went a tad too far.
"You used to get this free magazine with lots of ads for kissograms and I thought it would be hilarious to book a stripper," she remembered about her high school days. "But when the stripping vicar 'Reverent Balls' turned up he looked like the worst serial killer – we really hadn’t thought it through."
"There were just four of us posh 14 year-old schools girls and this man," she continued. "He asked if we wanted a full strip and we all shouted 'No!' He flung off his pants and shouted 'meet my friend from the mission' and it was all tucked into a cheap red elephant thing."
That would be quite terrifying!
What do you think about Kate's "Pearl Harbor" comments? Sound off below and check out the gallery above to see more leading ladies then and now!