In a Jimmy Kimmel Live first, two celebrities went head-to-head in an epic curse-off battle, on ABC no less!

But most surprising about the R-rated contest wasn't the raunchiness, but who Jimmy coaxed into playing!

Former Steel Magnolias co-stars Julia Roberts and Sally Field were pitted against each other in a bid to out-curse the other, with Julia, who played Sally's daughter in the 1989 film, being the one who tried to keep the game as PG as possible.

It turns out that 67-year-old Sally was happy to appease the live-audience with her range of dirty words!

"Why am I in a curse-off with the flying nun? How does this happen?" 46-year-old Julia joked, referencing Sally's hit '60s TV series.

While the younger Oscar winner went red with every passing swear word, Sally, the newest recipient of a star on the Hollywood Walk of Fame, had no problem cussing.

During one portion of the game, Jimmy told Julia she needed to step up her game, to which the star quipped, "Butt-hole!"

But in the end, the August: Osage County star ended the competition with an impressive "Go f–k yourself" to the delight of the crowd!

Watch the fierce — and funny — competition below!