Socialite Daphne Guinness in lace mask, surrounded by models, including show organizer Naomi Campbell backstage at the Fashion For Relief Haiti benefit runway show. Photo: Dave M. Benett, Getty Images for FFR

What do you get when celebrities like Chris Brown, Kelly Osbourne, Rachel Zoe, Donna Karan and Victoria Beckham gather in a cramped room with some of the biggest models to ever walk the runway (from Pat Cleveland and Angela Lindvall to Stella Tennant and Helena Christensen)?

Let's just say one heck of a behind-the-scenes, well, scene.

Such was the case at Naomi Campbell's Fashion for Relief show to benefit women and children suffering in Haiti.

While the perpetually stressed-out Zoe ran around cursing at times and trying to match models and celebrities with their donated designer looks (all garments will be sold March 15 on with proceeds going to the cause), she tore herself away from the lookboard long enough to reflect for StyleList.

"This is an honor to be a part of and we've been working our asses off," said Zoe, whose reality show cameras were not allowed backstage, prompting her husband Roger to borrow a Flip cam to sneak some personal footage. "Everybody is donating their time and their clothes. It's been a tireless effort, but worth it."

A more relaxed participant was Brown, who we caught chilling out before taking to the catwalk -- in a sharp Dolce & Gabbana suit, no less -- for the very first time.

"I've never walked the runway before, but we'll see what happens," he said. "I'll just walk like me, normally. Not too gangster, just a strut."

It seems Brown has been taking in New York Fashion Week, along with some international shows, with the end goal of creating his own line one day.

"I think I would start off doing female [designs], since my fanbase is mostly female," he said. "Then I'd go into men's. I wouldn't attach my name to it, though, because I'd want it to be hot because people like it, not because it's mine."

As for the designers he looks up to for inspiration, Brown said, "Balenciaga has done some things for women that are really dope and even Alexander McQueen -- he always brought the new innovative stuff for the females."

Naturally, the late McQueen wasn't far from anyone's minds, least of all Campbell who arranged for herself, McQueen's muse Daphne Guinness and six other models to close the show in the designs of her very close friend.

"I think all of the girls that [closed the show] were all the girls that worked with McQueen and were very close to him," explained a McQueen skull scarf-clad Campbell of fellow models Lindvall, Christensen, Sasha Pivovarova, Karen Elson and Natasha Poly after the show.

Of the emotional finale (which included Guinness in a dramatic bodysuit, crazy McQueen heels and a face wrapped in lace), front row attendee Anna Sui told us, "It was amazing -- just amazing. It's just so sad."

Expect to see another stellar -- and no doubt even more emotional -- Fashion for Relief show during London Fashion Week, where Campbell will put on a mirror of the New York event to raise more funds for Haiti.

Judging from Victoria Beckham's appearance backstage at the New York show (she didn't walk) and some of her statements, we're guessing she might be making a runway appearance on the other side of the pond.

"I think what [Naomi's] doing is just incredible," Beckham, who was wearing CFDA's Haitian relief T-shirt, told a group of journalists. "Both me and David have been involved -- we've donated clothes and all sorts of things to the show in London, so we just want to do as much as we can."

To check out the fruits of all of the celebrities and models' labor, check out StyleList's video of the Fashion for Relief show.

And in the meantime, keep reading to see what mini-drama went down onstage.