"Do you think I would have done the shoot if they said, 'Oh, by the way, we're gonna say "Best Butt Ever!" and put a big arrow to your behind,'" Lilly told Conan O'Brien on a visit to the late night show. "You know, every woman is after a kind of classy image. I didn't want T&A on my cover. It's a women's magazine, not Maxim."
The actress, who is appearing in the the upcoming Hobbit sequel, The Desolation of Smaug, said she let the magazine know just how unhappy she was.