Kristin Davis Beat Hilary Swank for “Melrose Place” Role: ‘She Obviously Went on to Win 2 Oscars’ (Exclusive)

Kristin Davis went head-to-head with Hilary Swank for her iconic role on Melrose Place.

In PEOPLE's latest cover story, the actress, 59, takes a walk down memory lane as she reflects on her long-running career in television. While looking back at her time on the 1995 nightime soap, Davis reveals that the Million Dollar Baby star, 50, was also up for the role of Brooke Armstrong.

"It was Hilary Swank, myself and a girl named Meredith," Davis says of the final auditions for Aaron Spelling's series. "It was us three who tested for Brooke, and I think they must have read like 500 girls."

Davis recalls feeling "so stressed out" about what she would wear to her audition with Spelling. When she arrived, the TV producer's "huge" office was furnished with a "curvy long couch," "a bunch of fish tanks" and a "shag rug." She added that the room consisted off 10 executives, all lined up in a row, including Sex and the City producer, Darren Star, who was "the only one" who was really looking at her.

Related: Kristin Davis Was Told Not to Gain Weight While on Melrose Place, Once Fainted from Dieting: 'I Wasn't Eating' (Exclusive)

At the time, Melrose Place's leading lady, Heather Locklear, had gotten married to Richie Sambora in a "lace, halter gown," so Davis bought a bustier reminiscent of the wedding dress in an effort to showcase a similar sense of sexuality.

"I had this whole plan that I was going to strip my jacket off in the scene," she laughs. "I did it, and clearly it worked out. But I mean, I was just riddled with anxiety, okay?"

Davis also recalls feeling self conscious about her "very, very long hair" and debated cutting it as none of the women on the show had long locks. Eventually, she talked herself out of changing her appearance.

"I remember going in, and it was just the three of us, and everyone was very nice," she says. "It wasn't one of those like scary room, and then you go in one at a time. And I remember Hilary came out, and she seemed so young, and she had kind of shorter hair and kind of sporty, and I was like, 'Uh-oh.' And then Meredith had longer hair also. I was like, 'Oh, good.'"

Related: Kristin Davis Didn't Feel 'Protected' Filming Early Intimate Sex and the City Scenes: 'Hid in My Dressing Room' (Exclusive)

When Swank finished her audition, Davis says the actress was dejected and claimed, "I totally blew it," despite their best efforts to comfort her.

"Obviously she goes on to win two Oscars," Davis laughs. "She did fine. She did fine."

Though she had the opportunity to audition, the actress says her agent at the time didn't think she would get the job because of her appearance.

"I had a really good talk with her way back, where she said to me, 'Kristin, you know, I really need to apologize because I was your agent when they were starting to cast Brooke, and I didn't submit you for it, because I didn't think you were hot enough,'" she recalls.

Related: Kristin Davis Had to Stop Sarah Jessica Parker from Putting Her on a Dating App: 'Do Not!' (Exclusive)

While the honesty was shocking to hear, Davis says she appreciated her candor and her effort to make amends.

"Obviously she was wrong, but I wasn't like the look," she continues, admitting that she could see where her former agent was coming from. "I wasn't the hot look of the '90s. I had hips, I had curves. You were supposed to be straight in the '90s with some boobs."

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"Now, I was only slightly aware of that because of my 12 auditions a day. It would be me and a bunch of like model-looking girls," she explains. "And sometimes I'd get the part, because I could speak, and they maybe couldn't speak so well."

These days, Davis is opening up like never before with her new iHeartRadio podcast Are You a Charlotte?, where she revisits SATC episode by episode.

“It was scary,” she said of a dating-nightmare in one episode. “I’m usually very careful and do not talk about my private life, but here I am in this situation where I’ve started a podcast about the themes of our show.”

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