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This year the gals at The Talk decided to forgo a spooky Halloween theme and instead transform their studio into the magical world of Alice in Wonderland. We went behind the scenes with the co-hosts to find out what went into the colorful set design and over-the-top costumes! 

"When they said you're the Mad Hatter, I was like yeah, of course I am," said Julie Chen about her iconic character. "I could never create this. I'm unrecognizable, I'm unrecognizable without makeup -- that's another story -- but it's so fun," she added.

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Sara Gilbert dressed up as Alice. "Me in a blonde wig, blue dress and apron -- this is not my go-to look," she said. She said she imagined "producers sitting around to find out how they can torture Sara Gilbert." 

Aisha Tyler called her Cheshire the Cat costume "amazing" and said she always had very elaborate Halloween costumes because her mother was an artist. "But I've never had a staff of Halloween people making me up," she said.

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Watch the video to also hear Sharon Osbourne talk about transforming into the Queen of Hearts and see Sheryl Underwood in the makeup room for becoming White Rabbit.