Reese Witherspoon attends the "Charles James: Beyond Fashion" Costume Institute Gala at the Metropolitan Museum of Art, May 5, 2014, in New York. (Photo credit: Dimitrios Kambouris/Getty Images)

What do you get when you put two top models, a sitcom star and an Oscar-winning actress in an elevator at the premiere fashion event of the year?

Frank talk, apparently.

"Walk the Line" actress Reese Witherspoon, "New Girl" star Zooey Deschanel and models Kate Upton and Cara Delevingne were all in an elevator together at the annual Met Ball on Monday, and two videos appearing on YouTube show the women having a friendly chat that quickly gets very candid.

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In one 14-second clip, Witherspoon appeared to have a bit of trouble getting the pronunciation of Delevingne's name right.

"I love you Cara," Witherspoon said, repeating the British model's first name with a different pronunciation. "I don't know what your f****ing name is."

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Then, looking up from her cell phone, Witherspoon added. "That's super-French."

She gave a sly smile as the crooned the model's last name again, and the women responded with giggles and inaudible comments.

"You know what the most important thing about - in a name for a girl? It's that a man can whisper it in his pillow," Witherspoon said.

In the second video, Witherspoon adds that if she's forced to say Delevingne's name she would be "f***ed."

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She's prompted to try anyway, and she, Deschanel and Upton all try to say Delevingne's last name, laughing as they stumble through the pronunciation.

The videos were initially posted to Delevingne's Instagram account but appear to have been removed. They were both uploaded to YouTube by the account named AlexSp12TV.