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It was hard for Jimmy Kimmel to look Miley Cyrus in the eye last night.

When this year's MTV Video Music Awards host appeared on ABC's Jimmy Kimmel Live! Wednesday, she walked on set wearing heart-shaped nipple pasties under an open, mirrored cape—and Miley's risqué look made the late-night host blush! "To be honest, I'm a little cold. You know, I would have worn a shirt—actually, I wouldn't have," the "We Can't Stop" singer said. "But you could have warned me!"

"You are almost naked. Where do you get an outfit like this?" Jimmy asked. Miley opened her cape and said she buys her outfits on Hollywood Boulevard. Jimmy laughed, covered his eyes and said, "Oh, my God! I am embarrassed!" He even struggled to finish a sentence, saying, "Now I can't help but...I'm gonna..." The provocative pop star explained that the trick to not staring at her boobs is to focus on her eyebrows.

Despite his best efforts, Jimmy said, "I'm still a little bit flustered by your outfit."

The conversation turned to Billy Ray Cyrus next. "I have a 23-year-old daughter. What does your dad say when he turns on the TV and sees you like this?" Jimmy asked. Miley jokingly replied, "My dad doesn't know how to turn on the TV. That's the good thing. He's a caveman." In all seriousness, she said, "My dad's cool because I'm sure he'd maybe rather not have me have my tits out all the time, but he'd rather me have my tits out and be a good person than have a shirt on and be a bitch. I see a lot of people with their clothes on, and they're kind of a--holes. I don't know if it's the clothes that turn you into an a--hole. When you've got your tits out, you can't really be an a--hole. It's like, people are already judging you."

Plus, Miley said, "I feel better this way."

"Do you feel more comfortable when other people are uncomfortable?" Jimmy asked. Miley said she does indeed get a thrill out of making people squirm. In fact, she recalled a time when Paul McCartney was uncomfortable seeing her "tits" out.

Midway through the interview, Miley learned it was better to say "breast" than "tit" on TV. While discussing nudity, though, she forgot the rules. "Humans aren't afraid of the human breast. It's the nipple that's the issue...I'm showing my boobs and no one has a problem because the nipples are covered so somehow that's OK," she said. "America's actually fine with tits. It's nipples they don't like—which is what you have. Which is insane, because the nipple, you can't show, everyone has—but the jug part that everyone doesn't, you're allowed to show under-boob."

How does she keep her nipples covered?

"I travel with a lot of tape," Miley said.

Removing a pasty doesn't hurt either, she added: "It's like a Band-Aid."

Miley described herself as a vegan nudist, but after once visiting a nudist beach, she's unsure if she wants to see other people in the buff. "It was insane the people that were choosing to be nude! I saw so much. It was extremely questioning of maybe I may never...it was terrifying. Gravity is gnarly. After a certain point, gravity takes a toll that is just so unforgiving...It's insane. People that are on the beach spend a lot of time in the sun, which already dehydrates the skin which is starting to sag, but then on top of everything else, it is really scarring."

Asked if she'll ever reach an age when she'll cover up, she admitted, "Those old people did it to me, so I'm going to do it to somebody else. I'm gonna do it back!"

Jimmy later asked about the MTV VMAs and Snoop Dogg, and Miley revealed a spoiler.

(Watch the second video if you don't want to be surprised).

In the same episode, Miley also went undercover as an Australian newswoman. While in disguise (and covered up), she asked unsuspecting passersby to share their opinions on how the pop star is influencing today's youth. Needless to say, most people were unkind. Luckily, Miley was a good sport and played along with them.

Don't miss the highly anticipated return of E!'s Fashion Police this Monday for the VMA special at 8 p.m. ET/ 7 p.m. CT, featuring hosts Melissa Rivers, Giuliana Rancic and Brad Goreski, with special guests NeNe Leakes and Margaret Cho!