The 33-year-old star free agent QB and style icon -- alongside fashion icon Tim Gunn -- joined the 2x Super Bowl MVP for the latest episode of "Eli's Places" (produced by Peyton & Eli's Omaha Productions on ESPN+) ... where the men discussed all things fashion in football.

Back in the day, Newton, a dual-threat QB at Westlake H.S. in Atlanta, received offers from some of the top college football programs in the country ... and one of those schools was Va. Tech.

Cam ended up choosing Florida, before transferring to Blinn (a junior college), before ultimately ending up at Auburn (where he won one of his two BCS titles and a Heisman Trophy).

Things obviously worked out with the college selections, but the star QB admitted to Eli he almost chose the Hokies because of their Chicago maroon and burnt orange colors.

"I considered a school just because of the uniform -- Virginia Tech," Newton told Manning, "that maroon orange collab."

But, it wasn't just Va. Tech in the running because of their unis.

Newton also liked Oregon and Hawaii's team colors, but unfortunately didn't get an offer from them.

"I was hoping to get recruited by Oregon. Never happened. Hawaii -- they had that dark green, black."

Newton continued, knocking the colors of many of the Southeastern Conference universities.

"A lot of schools in the SEC really isn't, like, fashion."

There's more. Eli, Cam, and Tim also sat runway-side for a football uniform fashion show.

A player rocking a classic Penn State University uniform walked the runway ... and Newton wasn't impressed.

"There's no accessories," Newton said about the white and navy fit, "They need like a wristband or something."

Gunn agreed ... and even Manning -- who played for Ole Miss before his great NFL career -- said the Nittany Lions could be flashier.

"I wish it had a little bit more flare. Not like 15 pieces of flare but you know, just some."