Stephen Colbert said he didn’t “know what to do with my eyeballs” when actress Michelle Williams appeared on “The Late Show” for the first time in 2019.

The comedian revealed that he was “wildly attracted” to the “Dawson’s Creek” alum during Wednesday’s episode of the “Strike Force Five” podcast, which he hosts with four other late-night hosts.

“Has there been a guest who was so attractive that you found it distracting?” co-host Jimmy Kimmel asked Colbert.

“I’ll tell you who I did not expect to be wildly attracted to,” Colbert, 62, responded. “Like, I didn’t know what to do with myself. I did not know what to do with my eyeballs when Michelle Williams was on for the first time.”

He continued, “She sat down across from me and I went, ‘F–k, what is wrong with my head? I’d better not look directly at her for this entire interview.'”

The former “Colbert Report” host, who will say goodbye to “The Late Show” next Thursday, went on to gush about the “Dying for Sex” star’s “vibe” and “face” because he finds her “so beautiful.”

Williams, 45, first visited “The Late Show” to promote her miniseries “Fosse/Verdon” in April 2019.

The last time she went to Colbert’s late-night show was in April 2025 to talk about her Golden Globe-winning Hulu series “Dying for Sex.”

A rep for Williams did not immediately respond to Page Six’s request for comment.

But the “Greatest Showman” star wasn’t the only A-lister who caught Colbert’s eye during his 11 seasons hosting the late-night CBS program. He also name-dropped stunners Rachel Weisz, Rebecca Ferguson and Andrew Garfield.

“I used to have a Rachel Weisz problem,” he told podcast co-hosts Kimmel, Jimmy Fallon, Seth Meyers and John Oliver of the 56-year-old actress.

“When Rachel Weisz would be on, I would leave the building for fear I would say something stupid,” Colbert shared.

As for 42-year-old Garfield, Colbert couldn’t help but bring up the time they shared an intimate kiss in a January 2017 episode of “The Late Show.”

“Andrew Garfield, he is so attractive,” Colbert laughed as Kimmel chimed in, “And you kissed him!”

“Or he kissed me,” the former Comedy Central star responded. “We did get our hands tangled in each other’s hair. It was really nice.”

Colbert, Fallon, Kimmel, Meyers and Oliver all came together for a new episode of their “Strike Force Five” podcast in honor of Colbert’s last “Late Show” episodes.

The popular late-night program premiered in September 2015 and will air its last episode on May 21.