Courteney Cox: "Worse Than I've Ever Looked"

3/19/2007 10:55 AM PDT

Courteney Cox: "Worse Than I've Ever Looked"

Courteney Cox was relieved to have her 'friends' handy when paparazzi caught her looking like "Dirt" at lunch this weekend.

Dining with sister-in-law Rosanna Arquette and pals Laura Dern and Ben Harper at Patrick's Roadhouse in Santa Monica, Courteney saw the paparazzi and freaked -- taking refuge behind a magazine and saying, "I look worse than I've ever looked, sorry guys!"

After a three-way powwow between Cox, Arquette and Dern, Rosanna scolded photographers, "Come on! you guys are so mean!"

Paps then told Courteney they liked her tabloid drama, "Dirt," and that got a sweet "thank you" from the makeupless star.