Kate Winslet balked at the idea of stripping off for a new Vanity Fair photo shoot - until she realised photographer STEVEN MEISEL, the man behind the shots in Madonna's SEX book, would be behind the lens.
The actress had no idea she's be baring all until magazine bosses hit her with the concept on the day of the shoot.
And Winslet's reservations quickly disappeared as she reminded herself what a great opportunity she was being given.
She tells WENN, "I didn't go into that shoot knowing the concept... but when you're asked to be on the cover of Vanity Fair and photographed by Steven Meisel, it's a wonderful thing to experience.
"It's a fantastic opportunity just to be able to have that memory in your lifetime. I absolutely had a moment of thinking, 'I don't believe I'm gonna take my clothes off here,' and the next moment I thought, 'Yeah, dammit, I am; I'm 43, I've had two kids, Steven Meisel is taking pictures of me naked. This is never gonna happen again!'
"I transported myself 30 years on and I wanted to be able to say, 'Yeah, I did that.' That was one of those crazy, wonderful things and I'm really happy to have that memory.
"I have the prints from the shoot that Steven gave me at the end of the day that were taken out of the camera and were blown up."
And, as for the controversy surrounding the reported 'touch-up' of the pictures, Winslet states, "I will tell you the only thing they re-touched was my skin tone."