For the season premiere of "The Talk," the ladies decided to have a "make-under" and appear on their first show with no make-up.

The unadorned ladies admitted to being hesitant at first, but as the CBS show went on, most of them seemed happy that they had decided to go through with it

Julie Chen, Sharon Osbourne, Sheryl Underwood, Sara Gilbert and Aisha Tyler figured it would be better for everyone to see them with without make-up and smiling faces than bare-faced, making unflattering faces when they're "caught" make-up-less by the paparazzi-proving that at times even the women of glamorous Hollywood can look haggard too.

It was originally Gilbert's idea to appear on the show without make-up since she typically wears the least out of all them anyway.

"I was trying to think about something that wasn't really [cheating]. Something reflective like a shimmer or a shine, like what could we all get away with," Tyler commented. "My husband was like 'just get a whole cucumber and put that thing all over your face.'"

"I was not cheating. I never was going to cheat," Gilbert said, but Chen insisted that they "all had ideas about cheating" at some point.

"There's not many ... that would go on TV in front of millions of people with no makeup, so to be in a group of people that are willing to do that together is really cool. It shows that we're willing to show parts of our lives that not everybody is willing to show. We really are girlfriends, and because we feel safe with each other, we're willing to show more of ourselves to the public," Gilbert said.

"I'm glad you're applauding, but I'm more scared for the children," Sheryl Underwood said when they came on stage.

"I feel two things. I feel really excited" and "oh my god I'm so vain," she said when her before and after pictures were shown.

Sharon Osbourne admitted to dyeing her eyebrows and eyelashes before going without makeup.

Aisha Tyler, who arguably looked the best without makeup, said she found it liberating.

Julie Chen admitted that all the ladies had cheating by going for facials, micro-dermal abrasions and getting their teeth whitened beforehand.

She also shared a story of being confused for a nail salon worker named "Ling" when she went to go get her nails done before the show.

Jamie Lee Curtis later appeared and had the ladies rub makeup removal cloths over their faces to prove they weren't cheating.

Curtis also followed the theme of the show by appearing on "The Talk" without makeup.

Check out the video from "The Talk" to see the before and after photos: