Megan Fox won’t have to worry about Jason Schwartzman staring at her—he seems to have eyes for George Clooney.

The Rushmore actor said working with George Clooney on animated film Fantastic Mr Fox was a bizarre and amazing experience.

“Typically when you’re working with someone it’s not kosher to just kind of gaze at them because you’re usually on camera as well. But when we were sitting around a table with just a recorder, it was really nice for me to be able to look at George. I admit I might have actually been staring. Obviously, he’s a handsome gentleman, but what I found fascinating was just kind of watching him work. It was like having a front row seat in an acting class.”

Jason, 29, said director Wes Anderson got the cast to spend lots of time together, so he could capture audio of them interacting: “He also took us to this farm on a field trip where we ran around and played in the dirt and did all sorts of crazy things. I was like, ‘I can’t believe my life has come to this moment where I’m on the ground digging with George Clooney.’ It was so bizarre and amazing.”