Pénélope Cruz killed it on the Oscars red carpet.
And even though Fashion Police's Joan Rivers is totes in agreement, the sassy host isn't going to let Pen slide without a backhanded compliment, natch.
"That dress says one thing: movie star," Rivers quips. "And thank god the dress is doing all the talking, because I can never understand a f--king word that comes out of her mouth."
Click in for all the laughs that didn't make it on the air in our Joan Rivers Uncut: Awards Show Edition gallery!