"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.
Celebrity Families of 2014 [PHOTOS]