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Kenan Thompson got up close and personal with beleaguered entertainer Bill Cosby on the set of the 2004 remake of Fat Albert. The Saturday Night Live cast member sat down with Late Night with Seth Meyers where he shared a story of when Cosby gave him some rather creepy advice on how to handle groupies.

Thompson shared with Meyers details of the Cosby conversation while filming Fat Albert, a movie he says he’s still proud to have worked on. Thompson shared the actual conversation with his usual comical bent, and expressed a bit of dismay at Cosby’s advice.

“There’s like little indicators of things that happen that you just go, ‘Hmmm, that was a little different,’” said Thompson. “And one of them was this story that he told me, where he was like, ‘You know, life is good in the movies or whatever, but you just be ready, because when this movie comes out, you’re going to need two d—s because women are going to be all over you.’”

After the crowd erupted in laughter at Thompson’s exasperated face, he added, “That weird type of stuff just kind of goes in the back of your, maybe he’s just being a guy or whatever.”

Watch Kenan Thompson on Late Night with Seth Meyers talking Bill Cosby in the clip below.