“Remember the Time” Jane Fonda saw Michael Jackson naked?

The “Grace & Frankie” star shocked Andy Cohen on “Watch What Happens Live” Monday when she revealed during a game of “Plead the Fifth” that she once saw the “Thriller” singer in his birthday suit.

“He came and visited me when we were shooting ‘On Golden Pond,’ and I had a little cottage right on the lake, and it was a beautiful, moonlit night,” explained Fonda, who filmed the movie in 1980 when Jackson was 22 years old.

“And you said, ‘Let’s skinny-dip,’” Cohen, 54, suggested.

“No, he did!” the “Book Club: The Next Chapter” actress, 85, quickly corrected the host.

Fonda joked that Jackson, who died at age 50 in 2009, “knew he was going to die young” and that she would go on to publicly “talk about him being naked.”

“He was skinny!” she recalled.

“I’m not going to ask anything else about it because I want to be respectful of Michael,” Cohen replied.

Fond a also confessed to turning down one Hollywood heavyweight who had tried to pick her up years ago.

“The French director René Clément,” she said.

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“Was it a sloppy pass?” Cohen asked.

“Well, he wanted to go to bed with me because he said [my] character [in 1964’s ‘Joy House’] had to have an orgasm in the movie, and he needed to see what my orgasms were like,” the Oscar winner recalled.

“He said it in French, and I pretended I didn’t understand,” Fonda added before quipping to Cohen that she has plenty of “stories for you, kid.”

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Fonda has never been one to shy away from her intimate secrets, having previously admitted to seeing her sex life improve with age.

“Women, I think, tend to get better because they lose their fear of saying what they need,” she said last July.

“We waste way too much time not wanting to say: ‘Wait a minute, hold it, hold it, no, no, no. Slow down, and a little to the left.’ We don’t want to do that. But when we get older, it’s like: ‘No, I know what I want. Give me what I want.’”