Adam Levine is looking back fondly on his brief time working with the late Kelly Preston.

The actress died in July at the age of 57 after a two-year battle with breast cancer.

Among her many roles was an appearance in the music video for Maroon 5’s “She Will Be Loved.”

During a recent interview on “The Howard Stern Show,” Levine, 41, reflected on filming with the “Jerry Maguire” star, in which he played a man that lusts for the mother of his young girlfriend. Preston played the mother, who was stuck in an abusive relationship with her husband.

“I fall in love with the mom,” recounted the Maroon 5 frontman, per E! News, comparing the video to the film “The Graduate,” which follows a similar plot. “That was the whole vibe. That is what I was trying to go for.”

Preston wasn’t the only actress to be considered for the role, however, as Levine revealed that Diane Lane was among his “top two” picks for the character.

“When we sat there and I first met her, she was super cool,” he remembered. “I remember I was nervous because not only had I not kissed a person I didn’t know before that was definitely older than me and who I definitely for sure 100 percent even remember specifically doing s–t to back in the day … Now I’m in the f–king room with this person and I can’t believe it.”

Despite feeling on edge, the musician said Preston “made [him] feel comfortable.”

Without much filming experience under his belt, Levine said he dove in for a passionate kiss, leaving the actress surprised.

“Right as we do it, I just kiss her, kiss her. I didn’t know what a movie kiss was. I wouldn’t say I jammed my tongue down her throat but I would say I gave her a real French kiss,” he said. “I’ll never forget it as long as I live. I go into kiss her and she’s like, ‘Woah! Woah! Woah! Woah! Oh cowboy. You don’t use the tongue.'”

Nowadays, the video is among the band’s most memorable.

“It was one of those isolated, beautiful experiences,” the singer said. “The video wound up becoming this classic video that everyone loves. I never got to speak to her about it. Life goes on and obviously, we never crossed paths again. I was so sad to hear that news, man.”

He added: “It’s so crazy that she passed away. It blows me away. I can’t even believe it.”