Sandra Bullock found herself in some compromising situations with co-stars Sir Michael Caine and Benjamin Bratt on the set of Miss Congeniality (opening Dec. 22). Bullock, who plays an FBI agent who goes undercover at a beauty pageant, panicked when she realized one scene called for Caine to put his hand down her shirt.

"I was like, 'Oh my God, Michael Caine is going to be touching my boobs!'" recalls Bullock of the recently knighted Oscar winner, who plays a pageant consultant who teaches her the fine art of bra-padding. "It was like, 'How [can] you be calm about that?'"

Caine, on the other hand, kept his cool while fondling the star of Speed and Hope Floats. "To him, it was like [being] a doctor," she says. "He was like, 'Okay... no sweat.' It didn't matter. Maybe he didn't find anything."

Bullock also found herself getting intimate with Bratt, an off-screen pal who plays her FBI partner and love interest in the big budget action-comedy. "We'd known each other for a long time, but we hadn't seen each other for a year and a half and then I'm straddling his head," she laughs. "Some people see that as a good icebreaker. He just looked up and said, 'Thank God it's you.'"

But Bullock says that when the cameras weren't rolling, her Congeniality leading man only had eyes for main squeeze Julia Roberts. "I kinda got him all lubed up during the week," she jokes of Bratt, "and then he'd leave on the weekend and go see her."