Australian-born actor Hugh Jackman is a big fan of his X-Men co-star Halle Berry — and not just because she goes topless in their new action-thriller, Swordfish (opening Friday). "I never looked below the eye," he tells TV Guide Online of their revealing poolside scene. "To be honest, I was probably more scared than she was... more embarrassed than she was."

Making matters worse, the much-talked-about sequence took three days to shoot due to weather problems. "[Halle] decided to sit there on the chaise lounge the whole time while they were setting up, while they were lighting, just to feel comfortable," Jackman explains. "By the time we did it the third day, she was practically [coming to the set] naked."

However, Jackman — who will reunite with Berry in the upcoming X-Men sequel — says her portrayal of sexy manipulator Ginger in Swordfish revealed more than just her physical prowess. "I couldn't think of any actor who could have the presence that the role required," he marvels, "as well as the acting chops to switch and change and do all those things that Ginger had to be."

Still, a great bod never hurt, right? Winks Jackman: "She's got every reason to be confident, let's face it."