Cameron Diaz Confronts Chelsea Handler: “You Terrified Me!”

Cameron Diaz and Chelsea Handler ROBYN BECK/AFP/GettyImages; Jon Kopaloff/FilmMagic;

She considers herself to be a girls' girl, but Chelsea Handler still scared the bejesus out of Cameron Diaz!

When the What to Expect When You're Expecting actress, 39, appeared on Handler's Chelsea Lately Wednesday, Diaz admitted she was once "scared" to meet the outspoken comedienne.

"You terrified me! I didn't know what to expect," Diaz told Handler. "You were the type of person who I knew if I got in front of you, you would just tear to me pieces and I'd be like, 'How did you do that?' I'd be so fragile."

"For some reason, you of all people in the whole entire planet, intimidated me," Diaz added.

Handler, 37, laughed off Diaz's unwarranted nervousness. "Just listening to you, I sound like the biggest bully in the world!" said Handler, who counts Jennifer Aniston and Reese Witherspoon as pals.

Diaz then went on to describe the moment when she "literally fell in love" with Handler. "We were on our way from the Vanity Fair Oscar party to the Guy Oseary after party. . . and we all kind of came into my house and I was like, 'Here is my bedroom!'" Diaz recalled. "I'll never forget, I came back in from the bathroom and everyone was in various stages of laying on my bed, flossing their teeth, and I'm like, 'Wow. This is so sexy.' Literally the sexiest thing that's happened in my bedroom."

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