"There's an attitude that comes along w/ getting naked that for me, like I said wasn't a big issue," says Shari Belafonte. "It was also the incentive to lose 20 pounds. I was 20 pounds overweight."

45 and fabulous. That's Shari Belafonte, actress, model, a TV host, celebrity spokesperson, and now, to round out that resume, the "Playboy" pictorial.

" I loved looking at that cover going oh that looks really good and then you turn to page 140 and then. First thing I did was oh my god I'm naked ha ha then I looked at another picture and went 'oh nice t*ts," she describes.

Is that any way for the daughter of legendary singer Harry Belafonte to talk?

"Dad was dad," says Shari. "Basically he came around. Pull up but he was a dad dads don't necessarily want their little girls out there in front of the world. But he's fine."

Ironically, this woman known for her exotic beauty says she never focused on her appearance growing up. Born in New York, she graduated from Carnegie Mellon University in Pittsburgh with a bachelor of fine arts in drama. After "Hotel," Shari like many actresses in LA succumbed to the pressure to enlarge her breasts.

"It made me feel better. But oddly enough I think if I had to do it over again I probably wouldn't have done it cause every little twinge and pain you get it's like what is that?" she describes.

In fact, a leak led to implant removal and replacement. The results? Judge for yourself. Our interview at the "Playboy" mansion was her first time there. And she'd never met the man himself, Hef. We went the EXTRA mile, as Hef happened to be home. The rest was magic. She's carefree and confident. She left the mansion with an invitation to return. She may or may not. But that's not the point.

"I have no idea what impact it's going to have. It would be fun if something great came out of it. It would be OK if nothing came out of it other than people who at a certain age, realized that it's fine," Shari says.