Sylvester Stallone makes other actors nervous. Kaopectate nervous. Forget-your-lines nervous. During their first days on the set of Stallone's Driven — which hits theaters Friday — up-and-comers Kip Pardue (Remember the Titans) and Til Schweiger fretted more about meeting the megastar than surviving their intense racing scenes.

"For the first three weeks, it was terrifying," Pardue admits of the Rocky star, who wrote Driven and plays Joe Tanto, a veteran driver who mentors Pardue. "And then it got to the point where he was Sly, and he was a buddy." Echoes Schweiger: "I was nervous like hell."

Stallone understands the weight his name carries, though he's uncomfortable with it. "It has not settled in and it's odd," he says. "You walk in the room and you think they're, like, contemporaries..." Still, he knows those "contemporaries" aren't looking at him the same way he looks at them. "It's the same thing [as] when I walked into the room the first time I met John Wayne and Jimmy Stewart," Stallone adds, inadvertently tooting his own horn.

Director Renny Harlin, who also helmed Stallone's Cliffhanger, may have been the only guy on set who never felt intimidated by Rambo. "I'm one of those people who will tell him exactly what I think," Harlin says matter-of-factly. "I think that people on that level sometimes have a hard time finding anybody who will really be honest with them. Everybody just tells them that they are great and everything's perfect, but I was pretty harsh."

Harlin's "harsh honesty" forced Stallone to produce a whopping 37 drafts of the script, which came out about 100 pages longer than your average screenplay. So Harlin shot a four-and-a-half hour movie, which was later pared down to a more digestible two hours. "It kept growing like some kind of a strange cake," Harlin laughs, then diplomatically adds that Sly's "very receptive and humble when he is writing."