allure_kara_dioguardiKara DioGuardi is considered the brainy judge on Fox’s hit show “American Idol,” but behind those dark-rimmed glasses she oozes sexuality. Just check out Allure’s annual nude issue, which will hit newsstands in May.

“This shoot was less about beauty than about taking a risk, and showing people a side of me they never have seen,” Dioguardi says.

She’s got that right. The sultry judge is one of five celebrities who shed clothes and they would never be counted among the usual suspects for a feature like this.

Along with DioGuardi there’s Emmanuelle Chriqui, from HBO’s hit “Entourage,” a now-pregnant Jessica Capshaw from “Grey’s Anatomy,” singer-songwriter Colbie Caillat and “Scary Movies” star Regina Hall.

All share their thoughts on society’s reaction to nudity, their workouts their bodies and what it felt like to go bare.

Here’s a sampling of their thoughts:

Kara DioGuardi : “This shoot was less about beauty than about taking a risk and showing people a side of me they never have seen,” she She was proud to have the confidence to strip down for the camera after struggling with binge eating and depression in her early 20s. “Back then I was a size 6 or 8; now I’m more like a size 2. Food is not what I use to anesthetize myself anymore.” She didn’t diet or work out like a maniac in preparation, but she did make one change: cutting way back on salt. “I can really retain water,” she says.

Click Here to Check Out Kara’s sexy Maxim Photo Shoot

Emmanuelle Chriqui: “Some women want bigger breasts,” says the Entourage actress. “But [I wish] I could have had a dancer’s body. I sometimes wear plunging necklines because they make me feel smaller.” At the shoot, she was on day four of a ten-day organic-food “cleanse.” The point wasn’t to drop pounds. “It’s not about losing weight. I didn’t want to feel freaked out about today, so I consciously kept focusing on excitement.”

Jessica Capshaw: “I was always the girl who had that baby face,” she says. “I was never a rail-thin person.” On “Grey’s Anatomy,” Capshaw plays the girlfriend of a female surgeon—a role that, naturally, includes filming love scenes. “In a love scene with a woman, we’re able to share our neuroses or insecurities more readily,” she says “I don’t think with a man you’d speak with the same awareness.”

Click here to See Katherine Zeta-Jones’ Allure Nude Issue Photos

Colbie Caillat: No two ways about it: Caillat was nervous about this shoot. She brought a bottle of wine in case she needed liquid courage (she didn’t, in the end) and stayed covered till the last second: She wore flesh-tone underwear until she was positioned. “When we were sure nothing was showing, they snipped it off.” Her attitude carried her through. “I worried that it might make [my younger fans] think I was changing somehow. I hope they think to themselves, Yeah, she’s showing a woman’s body, and it’s beautiful.”

Regina Hall: Some actresses diet for weeks before showing skin; Hall ate a candy bar on the way to this shoot. But the Death at a Funeralactress’s exercise routine was hard-core enough to make up for indulgences. “I’ve been doing Ashtanga five days a week since the beginning of January. Next year, nothing is going to look any better or stand any higher!”

For more on allure and complete interviews check out the magazine or go online to Allure.

Check out Allure’s nude stars photos. Click to supersize.

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